ISS and Glass Lewis, Independent Proxy Consultants, Recommend TC PipeLines and LP Unitholders Vote “FOR” Proposed Merger with TC Energy
HOUSTON, Feb 19 2021 (GLOBE NEWSWIRE) – TC PipeLines, LP (NYSE: TCP) (the Partnership) today announced that independent proxy advisory firms Institutional Shareholder Services (ISS) and Glass Lewis & Co. (Glass Lewis) have both now recommended that TCP unitholders vote “FOR” the approval of the merger agreement with TC Energy Corporation (TSX, NYSE: TRP) (TC Energy).
Commenting on the reports, the limited partnership issued the following statement:
“We are delighted that ISS and Glass Lewis share our belief that the merger with TC Energy is in the best interests of our unitholders and we strongly urge all unitholders to follow these recommendations by voting ‘FOR’ the merger at the time of the next extraordinary meeting. “
Subject to compliance with the remaining closing conditions, including required unitholder approval, the parties currently expect to complete the transaction during the first quarter of 2021. Upon completion of the merger, TC PipeLines will be a subsidiary in indirect wholly owned by TC Energy and will cease to be a public partnership.
TC PipeLines has set a record date of January 15, 2021 and the date for the special meeting is February 26, 2021 at 10:00 a.m. Central Time. In light of the COVID-19 pandemic and to support the well-being of the common unitholders of the Partnership, the Special Meeting will be held in virtual format only via live webcast.
This communication contains forward-looking statements. These forward-looking statements generally include statements regarding the potential transaction between TC Energy and TCP, including any statements regarding the expected timeframe for the completion of the potential transaction, the ability to complete the potential transaction, the expected benefits of the potential transaction, projected financial information, future opportunities and any other statement regarding the expectations, beliefs, plans, objectives, results of operations, financial condition and future cash flows of TC Energy and TCP, or events or future performance. These statements are often, but not always, made using words or phrases such as “anticipates”, “expects”, “intention”, “plans”, “targets”, “forecasts” , “Projects”, “believes,” research “,” programs “,” estimates “,” positions “,” continue “,” may “,” could “,” should “,” will “,” budgets “,” perspectives “,” Trends “,” “advice”, “focus”, “on time”, “on track”, “planned”, “goals”, “goals”, “strategies”, “opportunities”, “Loan”, “potential” and similar expressions. All of these forward-looking statements are based on the current expectations of the management of TC Energy and TCP and therefore involve estimates and assumptions that are subject to risks, uncertainties and other factors that could cause actual results to be achieved. differ significantly from the results expressed in the statements. Key factors that could cause actual results to differ materially from those projected in forward-looking statements include the ability to obtain the required approval from TCP unitholders; uncertainties as to the timing of the potential transaction; the risk that a closing condition of the potential transaction will not be met; the risk that regulatory approvals may not be obtained or may be obtained under conditions not anticipated by the parties; the effects of a disruption of the respective activities of TC Energy or TCP; the effect of this disclosure on the price of TC Energy common shares or TCP common shares; the effects of industry, market, economic, political or regulatory conditions beyond the control of TC Energy or TCP; transaction costs; the ability of TC Energy to realize the benefits of the proposed transaction; and the diversion of management time on transaction-related issues. Other important factors that could cause actual results to differ materially from those of forward-looking statements are: the impact of downward movements in oil and natural gas prices, including any effect on the creditworthiness of shippers or the availability of natural gas in an environment of oil prices; the impact of litigation and other opposition proceedings on the ability to start working on projects and the potential impact of a final judicial or administrative decision on the schedule or viability of a project; the uncertainty surrounding the impact of global health crises that reduce business and economic activity, including the recent outbreak of the COVID-19 virus, and the potential impact on the respective businesses of TC Energy and TCP; disruption or potential disruption of operations due to war, accidents, political events, civil unrest, severe weather, cyber threats, terrorist acts or other unrelated natural or human causes the will of the parties; and potential liability resulting from pending or future litigation. Other unforeseeable or unknown factors not discussed in this communication could also have material adverse effects on forward-looking statements. TCP assumes no obligation to update forward-looking statements, except as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Additional factors that could cause the results to differ materially from those described above can be found in TCP’s most recent annual report on Form 10-K, as it may be updated from time to time by quarterly reports on Form 10-Q and current reports on Form 8-K, all available on TCP’s website at https://www.tcpipelineslp.com/investors/reports-and-filings/ and on the SEC website at http://www.sec.gov, and in TC Energy’s website the most recent annual report on Form 40-F, as it can be updated from time to time by the current reports on Form 6-K, all of which are available on the TC Energy website at https://www.tcenergy.com/investors/reports -and-filings / and on the SEC website at http://www.sec.gov.
Important information for investors and unitholders
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of a vote or approval, and there will be no sale of securities in any jurisdiction in which such an offer, solicitation or sale would be illegal. prior to registration or qualification under the securities laws of such jurisdiction. No offer of securities will be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act.
This communication can be considered as a solicitation document with respect to the potential transaction. As part of the potential transaction, on January 22, 2021, TC Energy filed with the SEC an amendment to the registration statement on Form F-4 that was originally filed on January 11, 2021 containing a prospectus from TC Energy and a TCP proxy. The registration statement was declared effective on January 26, 2021, and TCP began sending the proxy statement / final prospectus to ordinary unitholders of TCP on or about January 28, 2021. This communication does not replace the proxy circular / prospectus or registration statement. or for any other document that TC Energy or TCP has filed with the SEC or sent to ordinary unitholders of TCP in connection with the potential transaction. INVESTORS AND SECURITY HOLDERS OF TC ENERGY AND TCP ARE URGED TO READ CAREFULLY AND IN THE ENTIRETY THE PROXY STATEMENT / PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of the Proxy Circular / Prospectus and other documents filed with the SEC by TC Energy or TCP through the website maintained by the SEC at http : //www.sec.gov. Copies of the documents filed with the SEC by TC Energy will be available free of charge on TC Energy’s website at https://www.tcenergy.com/investors/reports-and-filings/ and copies of the filed documents from the SEC over TCP will be available free of charge from TCP’s website at https://www.tcpipelineslp.com/investors/reports-and-filings.
TC Energy and TCP, and certain of their respective directors, certain of their respective officers and other members of management and employees may be considered participants in the solicitation of proxies relating to the potential transaction under the rules of the SEC. Information on the directors and officers of TC Energy is set out in its Management Information Circular, dated February 27, 2020, which was filed as Exhibit 99.1 of TC Energy’s current report on Form 6-K, filed with the SEC on March 16, 2020. Information on the directors and officers of TCP is presented in its annual report on Form 10-K for the fiscal year ended December 31, 2019, which has been filed with the SEC on February 20, 2020, and its current form reports. 8-K, filed with the SEC on September 17, 2020 and November 13, 2020. Additional information regarding the interests of these participants in the solicitation of proxies regarding the potential transaction is included in the registration statement and the proxy statement / the prospectus. These documents can be obtained free of charge from the sources indicated above.
About TC PipeLines, LP
TC PipeLines, LP is a Delaware master limited partnership with interests in eight federally regulated interstate gas pipelines that serve markets in the western, midwestern and northeastern United States. The Partnership is managed by its general partner, TC PipeLines GP, Inc., a subsidiary of TC Energy Corporation (NYSE: TRP). For more information on TC PipeLines, LP, visit the Partnership’s website at www.tcpipelineslp.com.
Jaimie Harding / Hejdi Carlsen
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