TORONTO, Oct. 16, 2018 /CNW/ - Enercare Inc. (TSX:
ECI, "Enercare"), Enercare Solutions Inc. and Brookfield
Infrastructure (NYSE: BIP; TSX: BIP.UN) and its institutional
partners (collectively, "Brookfield") today announced the
completion of their previously announced plan of arrangement under
section 192 of the Canada Business Corporations Act (the
"Arrangement"). Pursuant to the terms of the Arrangement,
Brookfield has acquired all the
issued and outstanding common shares of Enercare (each a "Share")
for C$29.00 per Share, without
interest, or, in the case of a shareholder resident in Canada who is not exempt from tax under the
Income Tax Act (Canada) and
who elected to receive class B limited partnership units of
Brookfield Infrastructure Partners Exchange LP ("Exchangeable LP
Units"), 0.5509 of an Exchangeable LP Unit for each Share elected.
An aggregate of 5,726,170 Exchangeable LP Units were issued
pursuant to the Arrangement. Each Exchangeable LP Unit is
exchangeable for one non-voting limited partnership unit of
Brookfield Infrastructure Partners L.P. ("BIP Units"). The BIP
Units issuable on exchange of the Exchangeable LP Units have been
conditionally approved for listing on the Toronto Stock Exchange
(BIP.UN) and the New York Stock Exchange (BIP).
With the Arrangement now complete, Enercare's common shares will
be delisted from the Toronto Stock Exchange at the close of
business on October 17, 2018.
Enercare will also apply to cease to be a reporting issuer under
applicable Canadian securities laws; however, Enercare's
subsidiary, Enercare Solutions Inc., will continue to be a
reporting issuer in connection with its outstanding public
debt.
Full details regarding the arrangement are set out in Enercare's
management information circular dated August
22, 2018, a full copy of which can be found under Enercare's
profile on SEDAR at www.sedar.com.
Former Enercare shareholders who have questions or require
assistance in submitting their Enercare common shares in connection
with the Arrangement can contact Kingsdale Advisors at
1-888-518-6813 toll free in North
America, or at 416-867-2272 outside of North America, or by e-mail at
contactus@kingsdaleadvisors.com.
Enercare Inc. is one of North
America's largest home and commercial services and energy
solutions companies with approximately 5,100 employees under its
Enercare and Service Experts brands. Enercare, through its
wholly-owned subsidiary Enercare Solutions Inc., is a leading
provider of water heaters, water treatment, furnaces, air
conditioners and other HVAC rental products, plumbing services,
protection plans and related services. With operations in
Canada and the United States, Enercare serves
approximately 1.6 million customers annually. Enercare is also the
largest non-utility sub-meter provider, with electricity, water,
thermal and gas metering contracts for condominium and apartment
suites in Canada and through its
Triacta brand, a premier designer and manufacturer of advanced
sub-meters and sub-metering solutions. Enercare's head office is
located at 7400 Birchmount Road, Markham,
ON L3R 5V4.
Brookfield Infrastructure Partners is a leading global
infrastructure company that owns and operates high quality,
long-life assets in the utilities, transport, energy and data
infrastructure sectors across North and South America, Asia
Pacific and Europe. We are
focused on assets that generate stable cash flows and require
minimal maintenance capital expenditures. Brookfield Infrastructure
Partners is listed on the New York
and Toronto stock exchanges.
Further information is available at
www.brookfieldinfrastructure.com. Brookfield Infrastructure
Partners' head office is located at 73 Front Street, 5th
Floor, Hamilton, Bermuda HM
12.
Brookfield Infrastructure is the flagship listed infrastructure
company of Brookfield Asset Management, a leading global
alternative asset manager with approximately $285 billion of assets under management. For more
information, go to www.brookfield.com. Brookfield's head office is located at 181 Bay
Street, Suite 300, Toronto, ON M5J
2T3.
The purpose of the Arrangement was to enable Brookfield to acquire 100% of the Shares.
Immediately prior to the completion of the Arrangement,
Brookfield did not own any
securities of Enercare.
Cautionary Note Regarding Forward-looking
Statements
This news release contains certain forward-looking statements
within the meaning of applicable Canadian securities laws and
within the meaning of Section 27A of the U.S. Securities
Act of 1933, as amended, Section 21E of
the U.S. Securities Exchange Act of 1934, as amended and
"safe harbor" provisions of the United States Private Securities
Litigation Reform Act of 1995 ("forward-looking statements" or
"forward-looking information") that involve various risks and
uncertainties. Statements other than statements of historical fact
contained in this news release may be forward-looking statements,
including, without limitation, management's expectations,
intentions and beliefs concerning anticipated future events,
results, circumstances, economic performance or expectations with
respect to Enercare and/or Brookfield Infrastructure, including, as
applicable, the delisting of the Shares and Enercare's application
to cease to be a reporting issuer. When used herein, the words
"anticipates", "believes", "budgets", "could", "estimates",
"expects", "forecasts", "goal", "intends", "may", "might",
"outlook", "plans", "projects", "schedule", "should", "strive",
"target", "will", "would" and similar expressions are often
intended to identify forward-looking information, although not all
forward-looking information contains these identifying words. These
forward-looking statements may reflect the internal projections,
expectations, future growth, results of operations, performance,
business prospects and opportunities of Enercare or Brookfield
Infrastructure, as applicable, and are based on information
currently available to Enercare and/or Brookfield Infrastructure,
as applicable, and/or assumptions that Enercare and/or Brookfield
Infrastructure, as applicable, believes are reasonable. Many
factors could cause actual results to differ materially from the
results and developments discussed in the forward-looking
information.
SOURCE Enercare Inc.