TC Energy Corporation announced Tuesday that it has entered into a definitive agreement and merger plan to acquire all outstanding common units of TC PipeLines, LP that are not owned by TC Energy or its affiliates in exchange for TC Energy Common Shares.
Pursuant to the agreement, TC PipeLines common shareholders would receive 0.70 TC Energy common shares for each issued and outstanding TC PipeLines common unit.
This represents a premium of 19.5% over the closing price of the acquired company’s shares prior to the original offering as of October 2, 2020.
The conflict committee, made up of independent directors from the general partner of the Alliance, after consulting with their independent legal and financial advisers, unanimously approved the merger agreement and determined that it is in the best interest of the Association and its unaffiliated stakeholders. .
Subsequently, the board of directors of the general partner of the Alliance approved the merger agreement and determined that it was fair and reasonable and in the best interest of the Alliance.
The transaction is expected to close late in the first quarter or early in the second quarter of 2021, subject to the approval of the holders of the majority of the pending common units of TC PipeLines and the usual regulatory approvals.
Upon closure, TC PipeLines will be wholly owned by TC Energy and will no longer be a public master limited partnership.
JP Morgan Securities LLC acts as exclusive financial advisor and Vinson & Elkins LLP acts as legal advisor to TC Energy.
TC Energy operates in Canada, United States and Mexico.