Pembina enters agreement to acquire Kinder Morgan Canada and Cochin Pipeline system

Pembina Pipeline Corporation has announced that it has entered into agreements pursuant to which it will acquire Kinder Morgan Canada Limited (KML) and the U.S. portion of the Cochin Pipeline system (Cochin US) from Kinder Morgan, Inc. (KMI) for a total purchase price of approximately CAD4.35 billion (US$3.27 billion). The transaction values Kinder Morgan Canada at approximately CAD2.3 billion (US$1.7 billion), or CAD15.02 (US$11.3) per share, based on an all-share exchange ratio of 0.3068 of a common share of Pembina per KML security and Pembina's 30-day volume weighted average price on the date hereof; and Cochin US at approximately CAD2.05 billion (US$1.54 billion) for cash consideration.

Subject to closing of the transaction, Pembina's board of directors has also approved a CAD0.01 per common share, or approximately five percent, increase to its monthly common share dividend rate.

Through the transaction, Pembina will acquire strategically located assets including the Cochin Pipeline System, the Edmonton storage and terminal business and Vancouver Wharves, a bulk storage and export/import business. Upon closing, the transaction immediately provides Pembina with well-established business platforms and substantial opportunities for growth.

TD Securities Inc. is acting as exclusive financial advisor to Pembina with respect to the Transaction. TD Securities Inc. has provided a verbal opinion to the Pembina Board of Directors stating that, as of the date thereof and subject to the assumptions, limitations and qualifications contained therein, the consideration payable pursuant to the transaction is fair, from a financial point of view, to Pembina. Stikeman Elliott LLP is acting as Canadian legal advisor to Pembina and Latham & Watkins LLP is acting as United States legal advisor to Pembina.