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Transactions - FEBRUARY 25, 2021

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TC Energy Corp. affirms exchange ratio of TC PipeLines merger

by Kali Persall

TC Energy Corp. has affirmed the exchange ratio in the agreement to acquire all of the outstanding common units of TC PipeLines not owned by TC Energy or its affiliates.

TC Energy appointed a conflicts committee consisting of independent directors to assess the exchange ratio, in response to a unitholder’s recent assertion of the inadequacy of the exchange ratio in the merger agreement.

TC Energy affirmed the exchange ratio of 0.70 of a TCE common share for each TCP common unit, saying it represents a 20.8 percent premium to the TCP closing price before the original offer, as of October 2020.

“We affirm the exchange ratio and we are confident that the meaningful transaction premium presents the best opportunity for TCP’s unitholders to maximize value,” said Francois Poirier, president and CEO of TC Energy. “TC Energy will not increase the exchange ratio or vary any of the terms of the merger.”

Poirier noted if the merger is not completed, the

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