8-K

ENBRIDGE INC 8-K Report (Nov 15, 2016)

Filed November 15, 2016For Securities:ENBENBMFEBBGFEBRGFEBRZFENBGFENBRFENFFFEBGEFENBFFENBHFENBNFENBOFENBSFEBBNFENNPF

Summary

Enbridge Inc. (ENB) held a special meeting of shareholders on December 15, 2016, to vote on two key resolutions related to its proposed merger with Spectra Energy Corp. (Spectra Energy). The merger, announced on September 6, 2016, is a significant strategic transaction for Enbridge, aiming to combine the two energy infrastructure companies. The primary purposes of the shareholder meeting were to approve the issuance of new Enbridge Common Shares required for the merger and to ratify amendments to Enbridge's by-laws, both of which are conditions precedent to the completion of the merger. The Enbridge board of directors unanimously recommended that shareholders vote FOR both resolutions. The merger is expected to close in the first quarter of 2017, subject to regulatory approvals and other closing conditions. Shareholder approval is critical for the transaction to proceed, with former Spectra Energy stockholders expected to own approximately 42.4% of the combined entity upon closing. The filing details the rationale for the merger, including expected synergies, growth opportunities, and financial benefits, alongside potential risks and the required regulatory and shareholder approvals.

Key Highlights

  • 1Enbridge Inc. is seeking shareholder approval for the issuance of Enbridge Common Shares in connection with its proposed merger with Spectra Energy Corp.
  • 2Shareholders are also being asked to approve amendments to Enbridge's by-laws as part of the merger transaction.
  • 3The Enbridge Board of Directors unanimously recommends voting FOR both the share issuance resolution and the by-law amendment resolution.
  • 4The merger is structured as a stock-for-stock transaction, with Spectra Energy stockholders receiving 0.984 Enbridge Common Shares for each share of Spectra Energy common stock they own.
  • 5Completion of the merger is subject to various conditions, including regulatory approvals (HSR Act, Competition Act (Canada), CFIUS, Canada Transportation Act Approval) and shareholder approvals from both Enbridge and Spectra Energy.
  • 6Enbridge anticipates completing the merger in the first quarter of 2017.
  • 7The filing includes detailed information on Enbridge's and Spectra Energy's businesses, financial data, risk factors, and the terms of the merger agreement, including opinions from financial advisors.

Frequently Asked Questions

This filing, an 8-K Current Report, along with the accompanying Management Information Circular, serves to inform Enbridge Inc. shareholders about a special meeting where they will vote on resolutions necessary for the proposed merger with Spectra Energy Corp. The key resolutions concern the issuance of Enbridge Common Shares for the merger and amendments to Enbridge's by-laws.

Enbridge Inc. has entered into an Agreement and Plan of Merger with Spectra Energy Corp to combine the two companies. Spectra Energy will become a wholly-owned subsidiary of Enbridge. Spectra Energy stockholders will receive 0.984 of an Enbridge Common Share for each share of Spectra Energy common stock they own. The merger is expected to create a larger, more diversified energy infrastructure company.

Shareholder approval is required for the issuance of new Enbridge Common Shares, as the number of shares to be issued will exceed 25% of Enbridge's currently outstanding shares. Shareholder approval is also required for amendments to Enbridge's by-laws, which are conditions precedent to the closing of the merger. Without these approvals, the merger cannot be completed.

The Enbridge Board of Directors has unanimously determined that the merger is in the best interests of Enbridge and its shareholders. The Board unanimously recommends that Enbridge shareholders vote FOR the Enbridge Common Share Issuance Resolution and FOR the By-law Amendment Resolution.