8-KOther Events

ENBRIDGE INC 8-K Report, Corporate Update (Jan 30, 2018)

Filed January 30, 2018For Securities:ENBENBMFEBBGFEBRGFEBRZFENBGFENBRFENFFFEBGEFENBFFENBHFENBNFENBOFENBSFEBBNFENNPF

Summary

This 8-K filing by Enbridge Inc. (ENB) addresses the resolution of legal challenges related to its 2017 merger with Spectra Energy Corp. Six class-action lawsuits were filed by Spectra shareholders, alleging material misrepresentations and omissions in the proxy statement used for the merger. These lawsuits, filed in both Texas and Delaware, sought to block the merger or obtain damages. The company has successfully resolved these legal disputes. The Texas-based lawsuits were voluntarily dismissed by the plaintiffs. The Delaware lawsuit was also dismissed, with Enbridge agreeing to pay $175,000 to plaintiff's counsel for attorneys' fees and expenses. This payment resolves all claims for fees and expenses related to the action, and the court was not asked to approve or judge the reasonableness of this amount.

Key Highlights

  • 1Enbridge Inc. (ENB) reported the resolution of six class-action lawsuits filed against it and Spectra Energy Corp. concerning their 2017 merger.
  • 2The lawsuits alleged that the proxy statement issued in connection with the merger was materially misleading and incomplete.
  • 3Plaintiffs sought relief including injunctions, rescission, declaratory relief, costs, and damages.
  • 4Lawsuits filed in the U.S. District Court for the Southern District of Texas were voluntarily dismissed by the plaintiffs.
  • 5The lawsuit filed in the Court of Chancery for the State of Delaware was stipulated to be dismissed with prejudice.
  • 6Enbridge Inc. agreed to pay $175,000 to plaintiff's counsel to cover attorneys' fees and expenses, settling the Delaware action's fee application.
  • 7The company's $175,000 payment fully satisfies the plaintiff's counsel's claim for fees and expenses in the Delaware lawsuit.

Frequently Asked Questions

The class-action lawsuits alleged that the preliminary proxy statement issued by Spectra Energy Corp. in connection with its merger with Enbridge Inc. contained material misrepresentations and omissions, breaching fiduciary duties and violating securities laws.

All six lawsuits have been resolved. The Texas lawsuits were voluntarily dismissed, and the Delaware lawsuit was dismissed with prejudice. Enbridge agreed to pay $175,000 to resolve the plaintiff's counsel's claim for attorneys' fees and expenses in the Delaware action.

The financial impact is limited to a $175,000 payment made by Enbridge Inc. to plaintiff's counsel for attorneys' fees and expenses. This amount represents a final satisfaction of their claim related to the Delaware lawsuit and is a relatively small sum in the context of the overall merger.

No, the merger between Enbridge Inc. and Spectra Energy Corp. was completed on February 27, 2017, prior to the resolution of these lawsuits. This filing addresses the residual legal challenges to that completed merger.