TC Energy shareholders approve spinoff of South Bow and elect Board of Directors at the 2024 annual and special meeting
04 Juni 2024 - 11:00PM
News Release – TC Energy Corporation (TSX, NYSE: TRP) (TC Energy or
the Company) is pleased to announce today that its shareholders
voted to approve the spinoff of the Company’s Liquids Pipelines
business and elected TC Energy’s Board of Directors at its 2024
annual and special meeting of shareholders.
TC Energy shareholders voted in favour of the Arrangement
Resolution, pursuant to which, among other things, TC Energy
shareholders will receive one new common share of TC Energy and 0.2
of a common share in a new public company named South Bow
Corporation (South Bow), in exchange for each common share of TC
Energy held.
“Today, our shareholders have affirmed their support of our
Board and management team’s vision for the futures of TC Energy and
South Bow,” said François Poirier, President and CEO of TC Energy.
“This is an important milestone as we continue to move forward with
our plan to separate into two highly focused, premier energy
infrastructure companies. Through this separation, both companies
will continue to deliver shareholder value in the form of
compelling dividends, while focusing on meeting the growing demand
for all forms of secure, affordable and sustainable energy in North
America and around the globe.”
This critical vote enables TC Energy and South Bow to continue
moving forward with their anticipated separation, which is expected
to occur in late-third quarter to mid-fourth quarter of 2024. TC
Energy's Board of Directors and management team are confident the
proposed separation will enhance long-term value for TC Energy
shareholders by creating two independent, investment-grade,
publicly listed companies. Each company will be structured to
reflect differentiated value propositions and the ability to pursue
and achieve greater success than a combined entity by executing
tailored strategies targeted to distinct customer sets.
“I thank our shareholders for supporting South Bow’s progress in
becoming a standalone company,” said Bevin Wirzba, Intended
President and Chief Executive Officer of South Bow. “With our
strategic franchise corridor, South Bow is positioned to deliver a
compelling shareholder return through a sustainable dividend,
steady growth outlook and paying down debt.”
The spinoff has received the requisite tax rulings in Canada and
the U.S. and remains subject to receipt of necessary regulatory and
court approvals and satisfaction of other customary closing
conditions. To learn more about South Bow, visit
www.southbow.com.
Furthermore, each of the following 13 nominees were elected as
directors of TC Energy on a vote by ballot to serve until the next
annual meeting of shareholders of TC Energy or until their
successors are elected or earlier appointed:
Nominee |
# VotesFor |
% VotesFor |
# VotesAgainst |
% VotesAgainst |
Cheryl F. Campbell |
658,934,044 |
99.08 |
6,091,745 |
0.92 |
Michael R. Culbert |
659,109,877 |
99.11 |
5,915,912 |
0.89 |
William D. Johnson |
647,343,103 |
97.34 |
17,682,684 |
2.66 |
Susan C. Jones |
659,081,705 |
99.11 |
5,944,056 |
0.89 |
John E. Lowe |
657,370,876 |
98.85 |
7,654,409 |
1.15 |
David MacNaughton |
657,348,037 |
98.85 |
7,676,854 |
1.15 |
François L. Poirier |
659,677,771 |
99.20 |
5,347,675 |
0.80 |
Una Power |
655,905,364 |
98.63 |
9,120,083 |
1.37 |
Mary Pat Salomone |
652,193,177 |
98.07 |
12,832,269 |
1.93 |
Indira Samarasekera |
656,142,517 |
98.66 |
8,882,928 |
1.34 |
Siim A. Vanaselja |
655,011,540 |
98.49 |
10,013,404 |
1.51 |
Thierry Vandal |
656,168,396 |
98.67 |
8,857,229 |
1.33 |
Dheeraj “D” Verma |
657,340,753 |
98.84 |
7,684,873 |
1.16 |
The Company received strong support for management’s
recommendations on all items of business voted on at the meeting.
Final voting results will be filed on SEDAR+ (www.sedarplus.ca) and
EDGAR (www.sec.gov) and posted to the Investors section of the
Company website at www.tcenergy.com by Wednesday, June 5, 2024.
About TC EnergyWe’re a team of 7,000+ energy
problem solvers working to safely move, generate and store the
energy North America relies on. Today, we’re delivering solutions
to the world’s toughest energy challenges – from innovating to
deliver the natural gas that feeds LNG to global markets, to
working to reduce emissions from our assets, to partnering with our
neighbours, customers and governments to build the energy system of
the future. It’s all part of how we continue to deliver sustainable
returns for our investors and create value for communities.
TC Energy’s common shares trade on the Toronto (TSX) and New
York (NYSE) stock exchanges under the symbol TRP. To learn more,
visit us at TCEnergy.com.
FORWARD-LOOKING INFORMATIONThis release
contains certain information that is forward-looking and is subject
to important risks and uncertainties (such statements are usually
accompanied by words such as "anticipate", "expect", "believe",
"may", "will", "should", "estimate", "intend" or other similar
words). Forward-looking statements in this document are intended to
provide TC Energy security holders and potential investors with
information regarding TC Energy and its subsidiaries, including
management's assessment of TC Energy's and its subsidiaries' future
plans and financial outlook. Forward-looking statements in this
document may include, but are not limited to, statements regarding
the spinoff of the Company’s Liquids Pipelines business, including
the potential benefits and the long-term value for TC Energy
shareholders, and timing of the spinoff. All forward-looking
statements reflect TC Energy's beliefs and assumptions based on
information available at the time the statements were made and as
such are not guarantees of future performance. As actual results
could vary significantly from the forward-looking information, you
should not put undue reliance on forward-looking information and
should not use future-oriented information or financial outlooks
for anything other than their intended purpose. We do not update
our forward-looking information due to new information or future
events, unless we are required to by law. For additional
information on the assumptions made, and the risks and
uncertainties which could cause actual results to differ from the
anticipated results, refer to the most recent Quarterly Report to
Shareholders and Annual Report filed under TC Energy’s profile on
SEDAR+ at www.sedarplus.ca and with the U.S. Securities and
Exchange Commission at www.sec.gov.
-30-
Media Inquiries:Media
Relationsmedia@tcenergy.com 403-920-7859 or 800-608-7859
Investor & Analyst Inquiries:Gavin Wylie /
Hunter Mauinvestor_relations@tcenergy.com403-920-7911 or
800-361-6522
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