Enbridge and Spectra merger to close soon

Enbridge expects the transaction will support its 12 - 14% secured ACFFO per share CAGR guidance over the 2015 - 2019 planning horizon, and will be strongly additive to the Company's growth outlook beyond that timeframe.

As previously announced, following the closing of the Transaction, Enbridge will have a substantial capital project portfolio, including CAN$27 billion (US$21 billion) of commercially secured growth projects coming into service between 2017 and 2019, and CAN$48 billion probability-weighted development project portfolio. The growth program is expected to enable the Company to deliver highly visible ongoing dividend growth of 10 - 12% per year, on average, through 2024, while maintaining a conservative payout of 50 - 60% of ACFFO.

Enbridge is committed to maintaining its financial strength. In order to further reinforce its financial position and help support continued strong investment grade credit ratings, the transaction was structured as a share for share exchange. No incremental debt will be incurred on closing of the Transaction. In addition, at the time the transaction was announced last September, Enbridge set a target of monetising CAN$2 billion of non-core assets to provide additional financial strength and flexibility. Approximately CAN$1.7 billion of that CAN$2 billion target has been achieved through the sale of its South Prairie Region assets and agreements to sell additional non-core assets. Enbridge management has identified other potential divestments that should enable the company to meet or exceed this target. No follow-on equity offerings by Enbridge are required to complete funding of the combined secured C$27 billion (US$21 billion) secured growth programme through 2019.

The combination is expected to achieve annual run-rate synergies of pre-tax CAN$540 million (US$415 million) by 2019. Detailed plans have been developed to capture a good portion of these synergies in the current year. In addition, the Company expects that approximately CAN$260 million (US$200 million) of tax savings can be achieved through utilisation of tax losses commencing in 2019.

Guidance for the combined company for 2017 will be provided in conjunction with the first quarter financial results. Enbridge expects to provide a business and integration update for investors in June 2017 and is planning an investor conference in December, at which time additional detail on the company's strategic priorities and long range financial outlook will be provided.

Governance and employee matters

Enbridge announced today a new Board of Directors that will take effect as of the closing of the Transaction. Under the terms of the transaction, the Board of Directors of Enbridge will consist of eight members designated by Enbridge, including Monaco (President and CEO), and five members designated by Spectra Energy, including Ebel as chairman of the board. Besides Monaco, the directors designated by Enbridge, all of whom currently serve as directors of Enbridge, are Marcel R. Coutu, J. Herb England, Charles W. Fischer, V. Maureen Kempston Darkes, Rebecca B. Roberts, Dan C. Tutcher and Catherine L. Williams. In addition to Ebel (Chair), the directors designated by Spectra Energy are Pamela L. Carter, Clarence P. Cazalot, Jr., Michael McShane and Michael E.J. Phelps, all of whom currently serve as directors of Spectra Energy.

Concurrent with the closing of the transaction, David A. Arledge (Chair), James J. Blanchard and George K. Petty will be retiring from the Enbridge board while F. Anthony Comper, Austin A. Adams, Joseph Alvarado, Peter B. Hamilton, Miranda C. Hubbs and Michael G. Morris will be retiring from the Spectra Energy board. Both Monaco and Ebel thank those retiring board members for their contributions to the success of their respective companies. "We're grateful to those retiring board members from the two companies for their leadership, dedication, and guidance. They have provided great stewardship to help build the two very strong organisations that we are combining."

Monaco added that he looks forward to welcoming Spectra Energy employees to Enbridge. "We're bringing together two exceptional teams with strong values and a shared approach to safety, our stakeholders and our communities. We will move forward together, building from our proven strengths to position Enbridge to deliver infrastructure growth opportunities for our customers and continue to create value for our shareholders."

As previously announced, the headquarters of the combined company will be in Calgary, Alberta. Houston, Texas, will be the combined company's gas pipelines business unit center; Edmonton, Alberta, will remain the business unit center for liquids pipelines, with the business unit centers for gas distribution continuing to be based in Ontario. The combined company at close will have approximately 17 000 employees.

Dividends and stock listings

Spectra Energy will make its final common share dividend payment on 1 March 2017, to Spectra shareholders of record on 15 February 2017. In January, Enbridge announced a 10% increase in its quarterly common share dividend payable on 1 March 2017, to shareholders of record on 15 February 2017. It is expected that the first quarterly common share dividend post-combination will be payable on 1 June 2017, subject to board approval, and is expected to include a further increase to bring the aggregate increase in Enbridge's quarterly dividend to approximately 15% above the prevailing quarterly rate in 2016.

Trading in shares of Spectra Energy on the New York Stock Exchange will be suspended effective as of the opening of trading on 27 February 2017. In connection with the completion of the transaction, the shares of common stock of Spectra Energy will be delisted from the NYSE and will be de-registered under the US Securities Exchange Act of 1934. Common shares of Enbridge will continue to trade on both the NYSE and the Toronto Stock Exchange under the symbol "ENB".

Enbridge Energy Partners, L.P. and Spectra Energy Partners, LP will continue to be publicly traded partnerships headquartered in Houston, Texas. Enbridge Income Fund Holdings Inc. will remain a publicly traded corporation headquartered in Calgary, Alberta. At Transaction closing, Midcoast Energy Partners, L.P. (Midcoast) will be a publicly traded partnership headquartered in Houston; however as announced on 27 January 2017, all of the outstanding publicly held common units of Midcoast are expected to be acquired by an Enbridge affiliate during the second quarter of 2017 and Midcoast would cease to be a publicly listed entity at that time.