Enbridge Companies
Enbridge Income Fund Holdings Inc. has been acquired by Enbridge Inc. For additional information on the transaction, please review the following quick links.
Please note: Enbridge Inc. does not take responsibility for the content of this website as information may be out of date or no longer accurate as of November 8, 2018.

About Enbridge Acquisition FAQs


1. Where can I find additional information about the transaction?

http://www.enbridgeincomefund.com/Read-the-Latest-News/News-Releases.aspx?yearTab=en2018&id=122722

2. When is the transaction expected to close?

The transaction is expected to close in mid-November 2018.

3. Will there be a shareholder vote and if so, when can we expect to receive the information on the vote? When will it be scheduled?

  1. The Arrangement is subject to the approval (i) by 66 2/3% of the votes cast by ENF shareholders present in person or by proxy at a special shareholders meeting (the Meeting) called to consider the Arrangement, and (ii) by a majority of the votes cast by ENF shareholders, present in person or by proxy at the Meeting, after excluding the votes cast by Enbridge, its affiliates and certain other insiders.
  2. ENF shareholders will receive a copy of the Management Information Circular with respect to the Meeting, which has been scheduled for November 6, 2018. The Management Information Circular, as well as other filings containing information about the Arrangement including the Arrangement Agreement, is also available, without charge, on ENF’s website, www.enbridgeincomefund.com, and on www.sedar.com.

4. Who can I contact if I have additional questions about voting my ENF Shares?

If you have any questions or require more information with respect to voting your ENF Shares, please contact ENF’s proxy solicitation agent, D.F. King Canada, by calling toll free in North America at 1-866-521-4425 (1-212-771-1133 by collect call) or by email at inquiries@dfking.com.

5. What consideration will I receive for my ENF shares?

  • Upon close of the transaction, ENF Shareholders will receive for each ENF Share held, 0.7350 of an Enbridge Share; and
  • a cash payment equal to the greater of: (i) $0.45 plus (A) an amount calculated by multiplying the sum of the amount of the dividends per Enbridge Share declared by Enbridge in respect of which the record date for such dividend has occurred during the period commencing on the date of the Arrangement Agreement and ending on the date immediately prior to the effective date of the Arrangement by the Exchange Ratio, less (B) the sum of the amount of the dividends per ENF Share declared by ENF in respect of which the record date for such dividend has occurred during the period commencing on November 30, 2018 and ending on the effective date of the Arrangement; and (ii) $0.45.
  • No certificates representing fractional Enbridge Shares will be issued under the Arrangement. Each registered ENF Shareholder otherwise entitled to a fractional interest in an Enbridge Share will receive the nearest whole number of Enbridge Shares. For greater certainty, where such fractional interest is greater than or equal to 0.5 of an Enbridge Share, the number of Enbridge Shares to be issued will be rounded up to the nearest whole number, and where such fractional interest is less than 0.5 of an Enbridge Share, the number of Enbridge Shares to be issued will be rounded down to the nearest whole number.

6. Can I get a copy of the Management Information Circular for the meeting of ENF shareholders that will be held to approve the Transaction?

ENF will mail the Circular to its shareholders in connection with the Meeting to consider and approve the Transaction. Shareholders are encouraged to carefully review and consider the Circular in respect of the Meeting, which is filed on SEDAR at www.sedar.com and is available on ENF’s website here.

7. Will Enbridge personnel be able to help with my tax-related questions?

If you have tax related questions, please contact your own tax advisor. While there will be general information about tax consequences of the transaction set out in the Management Information Circular that will be mailed to shareholders in connection with the special shareholders’ meeting, Enbridge’s investor relations department is not staffed by tax personnel and Enbridge personnel do not provide tax advice to shareholders.

8. Is the share exchange a taxable exchange?

  1. Canadian shareholder implications
    The exchange has been structured such that ENF Shareholders will be entitled to an automatic tax deferral on substantially all (the Share Consideration portion) of the gain that would otherwise be realized on the transaction. Otherwise, ENF Electing Shareholders can elect a full tax deferral, including the Cash Consideration portion of any gain, by filing a joint Section 85 Election with Enbridge. It is expected that the incremental gain that could be deferred by filing the joint Section 85 Election will not be significant for most Canadian shareholders. ENF Shareholders are, therefore, encouraged to consider their aggregate amount of Cash Consideration and / or the capital gain / loss amount to determine the incremental benefit of electing a full tax deferral.
    1. For the automatic tax deferral, the tax implications are dependent on the relative consideration received:
      1. Enbridge share consideration:
        • Automatic tax deferred rollover (no forms required to be filed).
        • Shareholders wishing to claim the full gain (eg. to utilize capital losses) can do so by reporting the gain amount on their tax return with respect to the year of disposition. Neither Enbridge nor ENF need to be informed.
      2. Cash consideration:
        • Realize a capital gain (or capital loss) on the disposition of the Cash Consideration ENF Shares to the extent the amount of Cash Consideration exceeds (or is less than) the proportionate adjusted cost base (“ACB”) of the ENF Cash Consideration Shares.
        • To the extent there is a gain, only 50% is taxable.
        • To the extent there is a loss, it will offset any current year capital gains and can be applied against capital gains incurred in the prior 3 years or be carried forward indefinitely.
    2. ENF Shareholders have the option to defer 100% of the gain that would not be automatically deferred by filing a joint Section 85 Election with Enbridge. Shareholders are encouraged to consider their aggregate amount of Cash Consideration and / or the capital gain / loss amount to determine the incremental benefit of electing a full tax deferral.

      The following is an illustrative example of the incremental benefit of electing a full tax deferral for an ENF Electing Shareholder. For purposes of this illustrative example, the September 17, 2018 ENB Share price has been used as the ENB Share price upon Closing. It is unknown at this time what the ENB Share price will be upon Closing. This calculation is only an estimate and should be used accordingly.

      Benefit of Filing the optional Section 85 Joint Election 

      *ENB Share price on Closing is unknown at this time; this example uses the ENB Share price on the TSX on Sep 17, 2018

  2. U.S. shareholder implications
    The transaction, together with the liquidation of ENF, is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”). Assuming the transaction so qualifies, a U.S. ENF shareholder whose ENF Shares are exchanged in the transaction for Enbridge Shares and Cash Consideration generally will recognize gain (but not loss) in an amount equal to the lesser of (i) the amount by which the sum of the fair market value of the Enbridge common shares and Cash Consideration received by such shareholder exceeds such shareholder’s tax basis in the ENF Shares surrendered, and (ii) the amount of Cash Consideration received by such shareholder.

9. Are there any agreements or tax forms I can submit in order to defer an otherwise taxable event?

  1. Canadian implications
    1. The Plan of Arrangement already provides for an automatic tax deferred rollover on substantially all of any inherent gains. There will be no tax forms to file.
    2. To elect to defer 100% of the gain, including the portion attributable to the Cash Consideration,
      1. It is the responsibility of the ENF Electing Shareholder to:.
        • indicate the intention to elect on the Letter of Transmittal. The Depositary will send the ENF Electing Shareholder a tax instruction letter with the appropriate tax election forms for completion; and
        • prepare the tax election forms (including number of ENF Shares and the applicable agreed amounts), ensure the accuracy of the numbers and sign it. The completed forms must be submitted to the Depositary (AST Trust Company (Canada) within 90 days following the effective date of the Arrangement as per the mailing instructions in the tax instruction letter.
      2. The tax election forms to be prepared are as follows, depending on the ENF Electing Shareholder:
        • Form T2057:  Election on disposition of property by a taxpayer to a taxable Canadian corporation.
        • Form T2058: Election on disposition of property by a partnership to a taxable Canadian corporation.
      3. Within 60 days of receipt from the Depositary, Enbridge will execute (i.e., sign) all properly completed Tax Election Forms and return it to the ENF Electing Shareholder. Enbridge is not responsible for the proper completion of the forms.
      4. It is the responsibility of the ENF Electing Shareholder to file the form with the Canada Revenue Agency (CRA) or any other applicable provincial agency, if desired. Enbridge is not responsible for any taxes, interest or penalties resulting from the ENF Electing Shareholder failing to properly complete or file the tax election form in the appropriate manner.
  2. U.S. Implications
  3. There are no tax forms to be filed.

10. On my submitted Letter of Transmittal form I checked the box on page 5 that I wanted to be an ENF Electing Shareholder and completed Box E on page 8 that I want to file a joint Section 85 Election with Enbridge. I have now changed my mind and do not want to complete the Section 85 Election forms. What are the tax implications to me?

Once you have indicated on the submitted Letter of Transmittal that you want to be an ENF Electing Shareholder, if you choose not to proceed in completing and filing the Section 85 Election forms you will not benefit from the automatic partial tax deferral available to non-ENF Electing Shareholders.

Specifically, ENF Electing Shareholders who do not file a joint Section 85 Election will recognize a capital gain (or capital loss) equal to the aggregate of the Cash Consideration received and the fair market value of the Enbridge Shares received, net of any reasonable costs of disposition, less the aggregate adjusted cost base of the ENF Shares exchanged. We recommend you seek advice from your tax advisor.

11. Prior to the transaction closing, will I continue to receive my monthly ENF dividends?

As part of the agreement ENF shareholders will be entitled to Enbridge’s fourth quarter dividend and ENF’s monthly dividends through to closing of the Arrangement, subject to the adjustments as follows:

  • If the Arrangement closes as expected before the record date for Enbridge’s fourth quarter dividend, expected to be November 15, 2018, to be paid in early December (the ENB December Dividend), an ENF shareholder will receive, as an ENB shareholder, the ENB December Dividend and the ENF dividend to be paid in November to ENF shareholders of record on October 31, 2018.
  • In the event the Arrangement closes after the record date for the ENB December Dividend, the Cash Component will be increased for the ENB December Dividend based upon the Agreed Exchange Ratio less any dividends paid by ENF to its shareholders after November 30, 2018.

12. Will I receive Enbridge dividends after the transaction?

Declaration of dividends is subject to the discretion of the Enbridge Board of Directors. Enbridge expects that the transaction will result in distributable cash flow to support annual dividend growth of 10% through 2020 with enhanced distributable cash flow coverage. Enbridge generally declares dividends on a quarterly basis. For information about the historical dividends paid on Enbridge common shares, please visit www.enbridge.com.

13. What is the tax treatment for Enbridge’s dividend?

For both Canadian shareholders and non-resident shareholders, any Enbridge common share dividends generally will be treated the same as your ENF dividends for tax purposes, including a withholding tax being applied to any dividends paid to non-resident shareholders.

  1. How will any Enbridge dividends be reported for tax purposes?
    1. Canadian Enbridge shareholders who received dividends outside of an RRSP, RRIF or DPSP should receive a T5 Supplementary slip from their brokerage firm or intermediary.
    2. U.S. Enbridge shareholders will receive an annual IRS Form 1099-DIV reflecting their dividend income.
    3. Non-Resident holders (any holder residing outside of Canada) will also receive an NR4 tax form which shows the non-resident tax that was deducted where applicable.
  2. For non-residents shareholders, are Enbridge’s dividend subject to withholding taxes?
    1. Yes. Common share dividends paid by Enbridge will be subject to Canadian withholding tax at the rate of 25% unless the rate is reduced under the provisions of a tax treaty between Canada and the non-resident shareholder’s jurisdiction of residence. You may be eligible to claim a credit or deduction against your local taxes with respect to these Canadian non-resident withholding taxes.
    2. Where the non-resident shareholder is a United States resident entitled to benefits under the Canada-U.S. tax treaty, the rate of Canadian withholding tax on dividends is generally reduced to 15%. Subject to certain limitations, Canadian tax withheld will be deductible or creditable against your U.S. federal income tax liability. The rules governing the foreign tax credit are complex and involve the application of rules that depend upon a U.S. holder’s particular circumstances. Accordingly, U.S. holders should consult their tax advisors regarding the availability of the foreign tax credit under their particular circumstances.
    3. Please contact your account administrator or broker for additional information and forms related to filing for exemption from Canadian withholding taxes for U.S. residents. Additional information will be included in the Circular, which will be mailed to ENF shareholders and will be available at www.sedar.com and www.enbridgeincomefund.com.

14. As an ENF shareholder, is there anything I need to do or forms that I will need to complete in order to have my shares successfully exchanged in accordance with the offer terms?

  1. Certificated Shareholders: Those stockholders holding certificates representing common shares of ENF must properly complete a Letter of Transmittal and submit their ENF certificates to the exchange agent for the transaction in order to complete the exchange for Enbridge common shares.
  2. Book-Entry Shareholders: Any ENF common shares held electronically in uncertificated (book-entry) form will be automatically exchanged for Enbridge common shares.
  3. Upon exchange, all Enbridge common shares will be registered in the same manner as your common shares of ENF.
  4. If you also hold shares of ENF common stock in “street name” through a bank, broker or other nominee, you should contact your bank, broker or other nominee for further information regarding such shares.

Forward-Looking Statements

This communication includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward looking statements are based on the beliefs and assumptions of Enbridge Inc. (“Enbridge”), Enbridge Energy Partners, L.P. (“EEP”), Enbridge Energy Management, L.L.C. (“EEQ”), Spectra Energy Partners, LP (“SEP”), and Enbridge Income Fund Holdings Inc. (“ENF” and, together with EEP, EEQ and SEP, the “Sponsored Vehicles”). These forward-looking statements are identified by terms and phrases such as: anticipate, believe, intend, estimate, expect, continue, should, could, may, plan, project, predict, will, potential, forecast and similar expressions and include, but are not limited to, statements regarding the expected closing, consummation, completion, timing and benefits of the proposed merger of EEQ and Winter Acquisition Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Enbridge (the “Proposed EEQ Merger”), EEP and Winter Acquisition Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Enbridge (the “Proposed EEP Merger”), the proposed merger of SEP and Autumn Acquisition Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Enbridge (the “Proposed SEP Merger”) and the proposed plan of arrangement between Enbridge and ENF (the “Proposed ENF Transaction” and, together with the Proposed EEQ Merger, the Proposed EEP Merger and the Proposed SEP Merger, the “Proposed Transactions”), the expected synergies and equity holder value to result from the combined companies, the expected levels of cash distributions or dividends by the Sponsored Vehicles to their respective shareholders or unitholders, the expected levels of dividends by Enbridge to its shareholders, the expected financial results of Enbridge and its Sponsored Vehicles and their respective affiliates, and the future credit ratings, financial condition and business strategy of Enbridge, its Sponsored Vehicles and their respective affiliates.

Although Enbridge and its Sponsored Vehicles believe these forward-looking statements are reasonable based on the information available on the date such statements are made and processes used to prepare the information, such statements are not guarantees of future performance and readers are cautioned against placing undue reliance on forward-looking statements. By their nature, these statements involve a variety of assumptions, known and unknown risks and uncertainties and other factors, which may cause actual results, levels of activity and achievements to differ materially from those expressed or implied by such statements. Material assumptions include assumptions about the following: the expected supply of and demand for crude oil, natural gas, natural gas liquids (“NGL”) and renewable energy; prices of crude oil, natural gas, NGL and renewable energy; exchange rates; inflation; interest rates; availability and price of labor and construction materials; operational reliability; customer and regulatory approvals; maintenance of support and regulatory approvals for projects; anticipated in-service dates; weather; the timing and closing of dispositions; the realization of anticipated benefits and synergies of the Proposed Transactions; governmental legislation; acquisitions and the timing thereof; the success of integration plans; impact of capital project execution on future cash flows; credit ratings; capital project funding; expected earnings; expected future cash flows; and estimated future dividends. Assumptions regarding the expected supply of and demand for crude oil, natural gas, NGL and renewable energy, and the prices of these commodities, are material to and underlie all forward-looking statements, as they may impact current and future levels of demand for Enbridge’s and its Sponsored Vehicles’ services. Similarly, exchange rates, inflation and interest rates impact the economies and business environments and may impact levels of demand for Enbridge’s and its Sponsored Vehicles’ services and cost of inputs, and are therefore inherent in all forward looking statements. Due to the interdependencies and correlation of these macroeconomic factors, the impact of any one assumption on a forward-looking statement cannot be determined with certainty, particularly with respect to the impact of the Proposed Transactions, expected earnings and cash flow or estimated future dividends.

Forward looking statements involve risks and uncertainties that may cause actual results to be materially different from the results predicted. There are a number of important factors that could cause actual results to differ materially from those indicated in any forward looking statement including, but not limited to: the risk that the Proposed Transactions do not occur; negative effects from the pendency of the Proposed Transactions; the ability to realize expected cost savings and benefits; the timing to consummate the Proposed Transactions; whether the Sponsored Vehicles or Enbridge will produce sufficient cash flows to provide the level of cash distributions they expect with respect to their respective units or shares; outcomes of litigation and regulatory investigations, proceedings or inquiries; operating performance of Enbridge and its Sponsored Vehicles; regulatory parameters regarding Enbridge and its Sponsored Vehicles; other Enbridge dispositions; project approval and support; renewals of rights of way; weather, economic and competitive conditions; public opinion; changes in tax laws and tax rates; changes in trade agreements, exchange rates, interest rates, commodity prices, political decisions and supply of and demand for commodities; and any other risks and uncertainties discussed herein or in Enbridge’s or its Sponsored Vehicles’ other filings with Canadian and United States securities regulators. All forward-looking statements in this communication are made as of the date hereof and, except to the extent required by applicable law, neither Enbridge nor any of the Sponsored Vehicles assume any obligation to publicly update or revise any forward looking statements made in this communication or otherwise, whether as a result of new information, future events or otherwise. All subsequent forward looking statements, whether written or oral, attributable to Enbridge, its Sponsored Vehicles or persons acting on their behalf, are expressly qualified in their entirety by these cautionary statements. The factors described above, as well as additional factors that could affect Enbridge’s or any of its Sponsored Vehicles’ respective forward looking statements, are described under the headings “Risk Factors” and “Cautionary Statement Regarding Forward Looking Information” in Enbridge’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, which was filed with the U.S. Securities and Exchange Commission (“SEC”) and Canadian securities regulators on February 16, 2018, each of EEP’s, EEQ’s and SEP’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, which were filed with the SEC on February 16, 2018, ENF’s Management’s Discussion and Analysis for the year ended December 31, 2017, which was filed with Canadian securities regulators on February 16, 2018, and in Enbridge’s and its Sponsored Vehicles’ respective other filings made with the SEC and Canadian securities regulators, which are available via the SEC’s website at www.sec.gov and at www.sedar.com, as applicable.

Additional Information about Enbridge and the Proposed Transactions and Where to Find It
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any proxies or approval. The Proposed Transactions will be submitted to the shareholders of EEQ or ENF or unitholders of EEP or SEP, as applicable, for their consideration. Enbridge will file with the SEC proxy statements of EEQ and EEP, respectively, and a consent statement of SEP, each of which will also constitute a prospectus of Enbridge. Enbridge and its Sponsored Vehicles also plan to file other documents with the SEC and Canadian securities regulators regarding the Proposed Transactions. INVESTORS AND SECURITY HOLDERS OF ENBRIDGE AND ITS SPONSORED VEHICLES ARE URGED TO READ THE APPLICABLE REGISTRATION STATEMENT, PROXY OR CONSENT SOLICITATION STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC OR CANADIAN SECURITIES REGULATORS, AS APPLICABLE, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS. Investors, shareholders and unitholders will be able to obtain free copies of such documents containing important information about Enbridge and its Sponsored Vehicles once such documents are filed with the SEC, through the website maintained by the SEC at http://www.sec.gov or with Canadian securities regulators through the SEDAR website at www.sedar.com, as applicable. Copies can also be obtained, without charge, by directing a request to Enbridge Inc., 200, 425 – 1st Street S.W., Calgary, Alberta, Canada T2P 3L8, Attention: Investor Relations.

Participants in the Solicitations
Enbridge, each of its Sponsored Vehicles, and certain of their respective directors and executive officers, may be deemed participants in the solicitation of consents or proxies from the holders of equity securities of the Sponsored Vehicles in connection with the Proposed Transactions. Information about the directors and executive officers of Enbridge is set forth in its definitive proxy statement filed with the SEC on April 5, 2018. Information about the directors and executive officers of EEP, EEQ and SEP is set forth in EEP’s, EEQ’s and SEP’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, respectively, each of which was filed with the SEC on February 16, 2018. Information about the directors and executive officers of ENF is set forth in ENF’s Annual Information Form for the fiscal year ended December 31, 2017, which was filed with Canadian securities regulators on February 16, 2018. Each of these documents can be obtained free of charge from the sources indicated above. Other information regarding the participants in any consent or proxy solicitation with respect to the Proposed Transactions and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the relevant materials to be filed by Enbridge and the Sponsored Vehicles with the SEC when they become available.