Enbridge Inc.
TSX : ENB
NYSE : ENB

Enbridge Inc.

December 15, 2016 17:20 ET

Enbridge Inc. Shareholders Overwhelmingly Support Combination with Spectra Energy Corp

CALGARY, ALBERTA--(Marketwired - Dec. 15, 2016) - Enbridge Inc. ("Enbridge" or the "Company") (TSX:ENB) (NYSE:ENB) announced that Enbridge shareholders overwhelmingly approved the required resolutions in connection with the merger transaction (the "Transaction") between Enbridge and Spectra Energy Corp (the "Transaction") at the Special Meeting of shareholders (the "Meeting") held today in Calgary, Alberta.

Of the common shares of Enbridge ("Enbridge Shares") voted at the Meeting, 99.42% of the Enbridge Shares were voted in favour of the issuance of Enbridge Shares as consideration for the Transaction, and 99.80% of the Enbridge Shares were voted in favour of the amendments to General By-law No. 1 of Enbridge. More than 661 million, or approximately 70.5%, of outstanding Enbridge Shares, were voted in person or by proxy at the Meeting.

At a separate meeting today in Houston, Texas Spectra Energy Corp shareholders also approved the previously announced merger.

"We are pleased with the results of today's vote, and we thank Enbridge and Spectra shareholders for their overwhelming support and confidence in our future," said Al Monaco, President and Chief Executive Officer, Enbridge Inc. "This marks an important milestone toward creating North America's premier energy infrastructure company, with the size, scale and scope that will launch Enbridge into a unique global investment category.

"With this combination we are bringing together the highest quality liquids and natural gas infrastructure assets in North America under one roof and achieving our strategic objective to extend and diversify our growth well into the future. With six growth platforms, each with very strong competitive positions, Enbridge will have the largest and most diversified capital investment program in the sector. We expect to generate industry-leading cash flow and dividend growth, which will continue to be underpinned by sound commercial structures and a strong balance sheet."

Mr. Monaco noted that integration planning is well underway. "We're pleased with our progress in planning for the integration of the two companies and we will be ready to operate as one company, with one vision, when the Transaction closes. Over the decades, our two companies have proven they approach shareholder value creation, customers, communities and staff in the same way, and we look forward to welcoming the Spectra team to Enbridge."

Both companies continue to work to meet closing conditions and the required regulatory applications are progressing. Clearance has been received under the Canada Transportation Act (Canada) to complete the Transaction and the Committee on Foreign Investment in the United States (CFIUS) has begun its 30-day review period after accepting the joint voluntary notice by Enbridge and Spectra Energy on November 21, 2016. The CFIUS review will conclude no later than December 20, 2016, unless it extends the review period. Additionally, on December 8, the Ontario Energy Board communicated that it is satisfied the Transaction does not require its approval. As a standard part of the regulatory approval process for transactions of this type, both companies continue to work closely with the Federal Trade Commission and the Canadian Competition Bureau to expeditiously conclude each of their reviews of the Transaction.

Pending the satisfaction of the remaining conditions and approvals, the Transaction is expected to close in the first quarter of 2017.

About Enbridge Inc.

Enbridge Inc., a Canadian company, exists to fuel people's quality of life, and has done so for more than 65 years. A North American leader in delivering energy, Enbridge has been ranked on the Global 100 Most Sustainable Corporations index for the past seven years. Enbridge operates the world's longest crude oil and liquids transportation system across Canada and the U.S., and has a significant and growing involvement in natural gas gathering, transmission and midstream business, as well as an increasing involvement in power transmission. Enbridge owns and operates Canada's largest natural gas distribution company, serving residential, commercial, and industrial customers in Ontario, Quebec, New Brunswick and New York State. Enbridge has interests in more than 2,200 megawatts of net renewable and alternative generating capacity, and continues to expand into wind, solar and geothermal power. Enbridge employs approximately 10,000 people, primarily in Canada and the U.S., and has been ranked 15 times on the annual Canada's Top Employers list, including the 2017 index.

Enbridge's common shares trade on the Toronto and New York stock exchanges under the symbol ENB. For more information, visit www.enbridge.com.

Forward-Looking Information

Forward-looking information, or forward-looking statements, have been included in this news release to provide information about the Company, including management's assessment of Enbridge and its subsidiaries' future plans and operations. This information may not be appropriate for other purposes. Forward-looking statements are typically identified by words such as "anticipate", "expect", "project", "estimate", "forecast", "plan", "intend", "target", "believe", "likely" and similar words suggesting future outcomes or statements regarding an outlook. Forward-looking information or statements included in this news release include, but are not limited to, statements with respect to the Transaction and expectations regarding the timing and closing thereof; expectations regarding required regulatory approvals; expectations regarding the impact of the Transaction; and the combined company's scale, asset base, financial strength, cash flows and growth opportunities.

Although Enbridge believes 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, risks and uncertainties include the following: the timing and completion of the Transaction, including receipt of regulatory approvals and the satisfaction of other conditions precedent; the realization of anticipated benefits and synergies of the Transaction and the timing thereof; the success of integration plans; and the expected supply of and demand for crude oil, natural gas, natural gas liquids and renewable energy and the prices of these commodities. The Company cautions that the foregoing list of factors is not exhaustive. Additional information about these and other assumptions, risks and uncertainties can be found in applicable filings of Enbridge with Canadian and U.S. securities regulators, including proxy statements, prospectuses and registration statements filed in connection with the Transaction. Due to the interdependencies and correlation of these factors, as well as other factors, the impact of any one assumption, risk or uncertainty on a forward-looking statement cannot be determined with certainty, particularly with respect to the impact of the Transaction on the Company.

Except to the extent required by applicable law, Enbridge assumes no obligation to publicly update or revise any forward-looking statements made in this news release or otherwise, whether as a result of new information, future events or otherwise. All forward-looking statements in this news release are expressly qualified in their entirety by these cautionary statements.

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