TC Energy affirms 0.70 share-for-unit exchange ratio in definitive agreement to acquire all outstanding common units of TC PipeLines, LP

Press Release

CALGARY, Alberta, Feb. 22, 2021 – TC Energy Corporation (TSX, NYSE: TRP) (TC Energy) today responded to a unitholder’s recent assertion of the inadequacy of the exchange ratio in the definitive agreement to acquire all of the outstanding common units of TC PipeLines, LP (NYSE:TCP) (TCP or the Partnership) not beneficially owned by TC Energy or its affiliates.

The exchange ratio of 0.70 of a TCE common share for each TCP common unit represents a 20.8 per cent premium to the TCP closing price before the original offer as of October 2, 2020. The exchange ratio was unanimously approved by a conflicts committee composed of independent directors of the Partnership’s general partner, after consultation with its independent legal and financial advisors.

“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. TC Energy will not increase the exchange ratio or vary any of the terms of the merger. If the merger is not completed, the Partnership will remain a publicly traded limited partnership,” said Francois Poirier, TC Energy President and Chief Executive Officer.

TC Energy reminds unitholders of the upcoming special meeting of unitholders, which will be held at 10:00 a.m. (Central Time) on February 26, 2021 to vote on the merger. Common unitholders who have not already submitted a proxy are encouraged to do so as soon as possible and should contact Morrow Sodali, the Partnership’s proxy solicitor, by calling toll-free at (877) 787-9239.

About TC Energy
We are a vital part of everyday life — delivering the energy millions of people rely on to power their lives in a sustainable way. Thanks to a safe, reliable network of natural gas and crude oil pipelines, along with power generation and storage facilities, wherever life happens — we’re there. Guided by our core values of safety, responsibility, collaboration and integrity, our 7,500 people make a positive difference in the communities where we operate across Canada, the U.S. and Mexico.

TC Energy’s common shares trade on the Toronto (TSX) and New York (NYSE) stock exchanges under the symbol TRP. To learn more, visit us at TCEnergy.com.

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