TRTN - Triton International and Brookfield Infrastructure Announce Receipt of All Required Regulatory Approvals for Proposed Acquisition and Election Deadline | Benzinga
BROOKFIELD, NEWS, Sept. 19, 2023 (GLOBE NEWSWIRE) -- Brookfield Infrastructure Partners L.P. ("BIP") (NYSE:BIP, TSX:BIP), through its subsidiary Brookfield Infrastructure Corporation ("BIPC") and its institutional partners (collectively, "Brookfield Infrastructure"), and Triton International Limited (NYSE:TRTN) ("Triton") announced today that, following clearance from the Committee on Foreign Investment in the United States (CFIUS) on September 18, 2023, all regulatory approvals required to complete the previously announced acquisition of Triton by Brookfield Infrastructure have now been received. The parties currently anticipate the transaction will close on September 28, 2023, subject to customary closing conditions contained in the parties' Agreement and Plan of Merger, dated April 11, 2023 (the "Merger Agreement"). The merger is described (a) in the proxy statement / joint prospectus (as amended and as supplemented by Triton's Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission ("SEC") on August 17, 2023, the "Proxy Statement / Joint Prospectus") included in the registration statement of BIPC and BIP (as amended, the "Registration Statement"), which was declared effective by the SEC on July 6, 2023, and (b) in the Merger Agreement, which is attached to the Proxy Statement / Joint Prospectus as Annex A.
Brookfield Infrastructure and Triton also announced today that the deadline for holders of Triton common shares (such shares, the "Triton Shares" and the holders thereof, the "Triton Shareholders") to elect their preferred form of merger consideration is 5:00 p.m. New York time on September 26, 2023 (the "Election Deadline").
Registered Triton Shareholders who wish to elect their preferred form of merger consideration in exchange for their Triton Shares must deliver a properly completed Election Form and Letter of Transmittal (the "Election Form") to Computershare Inc. prior to the Election Deadline, along with their Triton stock certificates (or a properly completed notice of guaranteed delivery), if applicable, or, in the case of book-entry shares, any additional documents specified in the Election Form, which was mailed on July 28, 2023 to Triton Shareholders of record as of July 21, 2023.
Registered Triton Shareholders that hold all of their Triton Shares in electronic, book-entry form may also make their elections prior to the Election Deadline by logging on to https://triton.computersharecas.com. Beneficial owners of Triton Shares who hold their Triton Shares through a bank, broker or other nominee may be subject to an earlier election deadline. Pursuant to the Merger Agreement, Triton and Brookfield Infrastructure have the right to extend the Election Deadline, in which case they will promptly announce any such rescheduled Election Deadline.
In exchange for each of their issued and outstanding Triton Shares, Triton Shareholders may elect to receive consideration payable in: (i) the specified mixture of both cash and shares of class A exchangeable subordinate voting shares of BIPC ("BIPC Shares") equal to $68.50 per Triton Share in cash and the number of BIPC Shares with a value of $16.50 per Triton Share based on the Final BIPC Share Price (as defined in the Proxy Statement / Joint Prospectus), subject to adjustment (such election, the "Mixed Election" and such consideration, the "Mixed Election Consideration"); (ii) all cash consideration (the "Cash Election Consideration"); or (iii) all BIPC Share consideration (the "Stock Election Consideration"), each as more fully described in the Merger Agreement and in the Proxy Statement / Joint Prospectus. The value of the merger consideration will fluctuate and will be determined based on the volume-weighted average sales price per BIPC Share on the New York Stock Exchange over the ten consecutive trading days ending on the second trading day immediately prior to the merger closing. All elections, other than Mixed Elections, are subject to a proration procedure and as a result, Triton Shareholders who elect the Cash Election Consideration or Stock Election Consideration may not receive the merger consideration in the form ...