Public Sector Pension Investment Board and Alberta Teachers' Retirement Fund Board signed a definitive arrangement agreement to acquire AltaGas Canada Inc. (TSX:ACI) from AltaGas Ltd. (TSX:ALA) and others for CAD 1 billion on October 20, 2019. Under the terms of the transaction, each share of AltaGas Canada Inc. will receive CAD 33.5 in cash. The aggregate purchase price payable in the arrangement will not be financed with any incremental debt of AltaGas Canada Inc. The agreement provides for the payment by AltaGas Canada Inc. of a CAD 38 million termination fee if the agreement is terminated in certain specified circumstances and for the payment by Public Sector Pension Investment Board and Alberta Teachers' Retirement Fund Board of a CAD 38 million termination fee if the agreement is terminated in certain specified circumstances.

The completion of the transaction is subject to customary closing conditions including, approval by 66 2/3% of the common shares voted in person or by proxy at a special meeting of holders of common shares of AltaGas Canada Inc. to be called to approve the arrangement, approval by the Court of Queen's Bench of Alberta and certain regulatory approvals, including approval under the Competition Act (Canada), approval from the Alberta Utilities Commission and approval from the British Columbia Utilities Commission, and holders of less than 5% of the outstanding AltaGas common shares shall have validly exercised Dissent Rights. The Board of AltaGas Canada Inc., after receiving the unanimous recommendation of an independent committee, unanimously recommended that the holders of common shares vote in favour of the arrangement. TD Securities and Beacon Securities Limited, both delivered a verbal opinion to the Board of AltaGas Canada Inc. that as of October 20, 2019, the consideration to be received by holders of common shares under the arrangement is fair, from a financial point of view, to such holders. As of December 19, 2019, AltaGas Canada Inc.'s shareholders approved the transaction. On December 20, 2019, ACI received an Order from the Court of Queen's Bench of Alberta approving the transaction. As of March 5, 2020, ACI has received a “no-action letter” from the Canadian Competition Bureau confirming that the Commissioner of Competition does not intend to challenge the proposed acquisition, as well as approval of the transaction from the AUC. As of March 25, 2020, the transaction has been approved by the Alberta Utilities Commission and the British Columbia Utilities Commission. As of December 19, 2019, the transaction is expected to be completed in the first half of 2020. As of March 25, 2020, The Arrangement is expected to be completed on or about March 31, 2020.

TD Securities Inc. acted as financial advisor and fairness opinion provider and Beacon Securities Limited acted as fairness opinion provider for AltaGas Canada Inc. Christopher Nixon, Dennis P. Langen, Amy L. Nugent, Catherine Grygar, Julie D'Avignon, Geoffrey D. Holub, Michael Kilby and Gary T. Clarke of Stikeman Elliott LLP acted as legal advisor to AltaGas Canada Inc. National Bank Financial and Citi acted as financial advisors and Jeff Lloyd of Blake, Cassels & Graydon LLP acted as legal advisor to Public Sector Pension Investment Board and Alberta Teachers' Retirement Fund Board. Computershare Trust Company of Canada acted as the transfer agent to AltaGas. Computershare Investor Services Inc. acted as the depositary to AltaGas.

Public Sector Pension Investment Board and Alberta Teachers' Retirement Fund Board completed the acquisition of AltaGas Canada Inc. (TSX:ACI) from AltaGas Ltd. (TSX:ALA) and others on March 31, 2020. AltaGas Ltd. sold 11.025 million shares, representing 36.75%, of AltaGas Canada for CAD 369 million. Post completion, AltaGas Canada Inc. name has been changed to TriSummit Utilities Inc. David W. Cornhill, Gregory A. Aarssen, Judith Athaide, Amit Chakma, William J. Demcoe and Jared Green will continue as Directors of AltaGas Canada Inc. following completion of the Arrangement and David W. Cornhill will remain as Chair of the Board. All of AltaGas Canada Inc. officers will continue in their positions. TriSummit Utilities Inc. will remain incorporated under the CBCA, with its headquarters located in Calgary, Alberta. While TriSummit Utilities Inc. will not have its securities listed on any stock exchange, it will continue to be a reporting issuer under applicable Canadian securities laws because its public debt remains outstanding.