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Spectra stockholders vote to approve Enbridge merger

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World Pipelines,

Spectra Energy Corp (Spectra Energy) announced that during a special stockholder meeting held earlier on 15 December, its stockholders voted overwhelmingly to approve the previously announced combination of Spectra Energy with Enbridge Inc. (Enbridge) in a stock-for-stock merger transaction.

Approximately 73% of the total outstanding shares of Spectra Energy common stock, and approximately 98% of the total shares voted at the meeting, were voted in favour of the transaction. Once the transaction is completed, the combination will create the largest energy infrastructure company in North America and one of the largest globally, with a pro-forma enterprise value of approximately CAN$165 billion (US$127 billion).

"Today's vote is a critical milestone that moves us closer to creating, with Enbridge, a true global energy infrastructure leader and the most diversified energy infrastructure company in North America, if not the world," said Greg Ebel, Chief Executive Officer, Spectra Energy.

"This is a transformational combination – with multiple platforms for organic growth – that will deliver tangible benefits to all Spectra Energy stakeholders. It diversifies our asset base and creates significant financial flexibility that allows us to continue to compete for – and win – the most significant, attractive growth projects. It will provide an expected annualised 15% dividend increase in year one, and is expected to increase and extend future annual dividend growth, from Spectra Energy's current rate of about 8% annually, to a range of 10 - 12% annually through at least 2024, with greatly enhanced distributable cash flow coverage also expected over this timeframe. We believe that no other company in our industry has that kind of high return, low risk model that investors value so highly."

Enbridge shareholders also approved the transaction in a vote held earlier on 15 December. Spectra Energy's stockholder approval and Enbridge shareholder approval are conditions to the closing of the transaction, but the completion of the transaction remains subject to certain other customary closing conditions.

Assuming timely receipt of the necessary antitrust and other regulatory approvals, and satisfaction of all other closing conditions in the merger agreement, the parties expect to complete the merger in the first quarter of 2017.

Both Spectra Energy and Enbridge continue to work to meet the closing conditions in the merger agreement, and have filed applications with certain regulators. Enbridge has received the confirmation required to complete the transaction from the Minister of Transport under the Canada Transportation Act.

On 21 November 2016, the Committee on Foreign Investment in the United States ("CFIUS") accepted the joint voluntary notice by Spectra Energy and Enbridge and began its 30 day review period, which will conclude no later than 20 December 2016, unless the review period is extended by CFIUS. As a standard part of the regulatory approval process for transactions of this type, both companies continue to work closely with the Federal Trade Commission and the Canadian Competition Bureau to expeditiously conclude each of their reviews of the transaction.

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