The Arrangement is subject to the approval (i) by 66 2/3% of the votes cast by ENF shareholders present in person or by proxy at a special shareholders meeting (the Meeting) called to consider the Arrangement, and (ii) by a majority of the votes cast by ENF shareholders, present in person or by proxy at the Meeting, after excluding the votes cast by Enbridge, its affiliates and certain other related parties.
Closing of the Arrangement is expected to occur inmid-November 2018, subject to ENF shareholder approval at the Meeting to be scheduled later in the fourth quarter of 2018, the approval of the Court of Queen’s Bench of Alberta, regulatory approvals as required and other customary closing conditions.
A copy of the Agreement will be filed by Enbridge with the U.S. Securities and Exchange Commission and Canadian securities regulators, and will be available for viewing at www.sec.gov and atwww.sedar.com. ENF shareholders will receive a copy of the Management Information Circular with respect to the Meeting. The Management Information Circular, as well as other filings containing information about the Arrangement including the Agreement, will also be available, without charge, on ENF’s website,www.enbridgeincomefund.com, and on www.sedar.com.
Scotiabank and BofA Merrill Lynch are acting as financial advisors to Enbridge. McCarthy Tétrault LLP, Sullivan & Cromwell LLP and Vinson & Elkins LLP are acting as Canadian, U.S. legal and tax advisors, respectively, to Enbridge.
Tudor, Pickering, Holt & Co. acted as financial advisor to the ENF Special Committee, while Norton Rose Fulbright Canada LLP acted as legal advisor to the ENF Special Committee.
Forward-Looking Statements
This communication includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.Forward-looking statements are based on the beliefs and assumptions of Enbridge Inc. (“Enbridge”), Enbridge Energy Partners, L.P. (“EEP”), Enbridge Energy Management, L.L.C. (“EEQ”), Spectra Energy Partners, LP (“SEP”), and Enbridge Income Fund Holdings Inc. (“ENF” and, together with EEP, EEQ and SEP, the “Sponsored Vehicles”). These forward-looking statements are identified by terms and phrases such as: anticipate, believe, intend, estimate, expect, continue, should, could, may, plan, project, predict, will, potential, forecast and similar expressions and include, but are not limited to, statements regarding the expected closing, consummation, completion, timing and benefits of the proposed acquisitions of the Sponsored Vehicles (collectively the “Proposed Transactions”), the expected synergies and equity holder value to result from the combined companies, the expected levels of cash distributions or dividends by the Sponsored Vehicles to their respective shareholders or unitholders, the expected levels of dividends by Enbridge to its shareholders, the expected financial results of Enbridge and its Sponsored Vehicles and their respective affiliates, and the future credit ratings, financial condition and business strategy of Enbridge, its Sponsored Vehicles and their respective affiliates.
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