Brookfield Infrastructure acquires EnerCare Inc. for US$2,421M

CANADA - Brookfield Infrastructure Partners LP (BIP) agreed to acquire the entire share capital of EnerCare Inc. (EnerCare), a Toronto-based provider of water heater rental and sub-metering services, for a total CAD 3.148 bil (USD 2.421 bil), via scheme of arrangement. BIP offered a choice of CAD 29 in cash per share or 0.5509 BIP common shares per EnerCare shares, subject to proration whereby 75% will be in cash and 25% in common shares. Based on BIP's closing stock price of CAD 53.2425 (USD 40.94) on 31 July 2018, each EnerCare share was valued at CAD 29.331 (USD 22.554).

The purposes of the transaction were for Brookfield Infrastructure Partners LP to strengthen its operations, expand its presence in the utility, home building and multi-residential sectors across Canada and the US and for EnerCare to increase shareholder value.

Date Announced: 08/01/2018
Deal Status (as of publication date): Pending
Deal Value (US mil): $2,420.66

ACQUIRER ADVISORS*
BMO Capital Markets (Financial Advisor)
Scotiabank (Financial Advisor)
TD Securities Inc. (Financial Advisor)
McCarthy Tétrault LLP (Legal Advisor)

TARGET ADVISORS*

National Bank Financial Inc. (Financial Advisor)
Davies Ward Phillips & Vineberg LLP (Legal Advisor)

EnerCare Inc, located in Markham, Ontario, provides water heater rental and sub-metering services. It currently has over 1.1 mil water heaters and other assets rented primarily to residential customers in Ontario as well as metering contracts for condominium and apartment suites in Ontario, Alberta and elsewhere in Canada. It operates through its two segments: Home Services and Sub-metering. The Company was founded in 2010. 

Brookfield Infrastructure Partners LP, located in Hamilton, Bermuda, provides transportation, utility, and energy services, through its portfolio of infrastructure assets. The Company's properties, include, regulated terminal, electricity transmission, railroads, toll roads, ports, and energy transmission storage, located in Australasia, Europe, and North and South America. Its utilities segment consists of regulated businesses, including regulated distribution (electricity and natural gas connections), electricity transmission and a regulated terminal (coal export terminal). The transport segment consists of open access systems that provide transportation, storage and handling services for freight, bulk commodities and passengers. The Company's energy segment consists of systems that provide transportation, storage and distribution services. The Company's communications infrastructure segment provides services and infrastructure to the media broadcasting and telecommunication sectors. The Company was founded on May 21, 2007.

*List of advisors are those known at press time.