Mr. Jonathan Gould reports

ENBRIDGE ANNOUNCES DEFINITIVE AGREEMENTS TO ACQUIRE ALL PUBLIC EQUITY OF ENBRIDGE ENERGY PARTNERS AND ENBRIDGE ENERGY MANAGEMENT, ACHIEVES SIGNIFICANT MILESTONES TOWARD CORPORATE STRUCTURE SIMPLIFICATION

Enbridge Inc., on behalf of itself and certain of its wholly owned U.S. subsidiaries, Enbridge Energy Partners LP and Enbridge Energy Management LLC, has entered into separate definitive agreements under which Enbridge will acquire all of the outstanding public Class A common units of Enbridge Energy Partners and all of the outstanding public listed shares of Enbridge Energy Management. The acquired equity of the combined transactions is valued at $3.5-billion (U.S.) based on the closing price of Enbridge's common shares on the New York Stock Exchange on Sept. 17, 2018.

Pursuant to the agreement for the Enbridge Energy Partners buy-in, Enbridge Energy Partners public unitholders will receive 0.3350 common share of Enbridge for each Class A common unit of Enbridge Energy Partners, which represents an 8.7-per-cent increase to the exchange ratio proposed by Enbridge on May 17, 2018, of 0.3083 Enbridge common share per Enbridge Energy Partners Class A common unit. Pursuant to the agreement for the Enbridge Energy Management buy-in, Enbridge Energy Management public shareholders will receive 0.3350 common share of Enbridge for each listed share of Enbridge Energy Management, which is at parity with the Enbridge Energy Partners exchange ratio.

These agreements, in conjunction with the definitive agreement reached with Enbridge Income Fund Holdings Inc. announced today, and the previously announced definitive agreement reached with Spectra Energy Partners LP on Aug. 24, 2018, represent the achievement of significant milestones in the simplification of Enbridge's corporate structure. Upon closing of these buy-in transactions, the rollup of these sponsored vehicles will streamline Enbridge's corporate and capital structures and brings all of the core liquids and gas pipeline assets under the umbrella of a single publicly traded entity to the benefit of all shareholders and unitholders.

Benefits and considerations for Enbridge Energy Partners unitholders and Enbridge Energy Management shareholders

Significant weakening of the U.S. master limited partnership (MLP) capital markets has adversely affected the growth opportunities for MLPs, including Enbridge Energy Partners. MLPs are dependent on consistent access to capital markets at an effective cost of capital to finance projects to grow their distributions. The respective March 15 and July 18, 2018, income tax allowance policy announcement and order by the Federal Energy Regulatory Commission (FERC), and the regulatory rate impact from the U.S. Tax Cuts and Jobs Act have had a net significant adverse impact on Enbridge Energy Partners. If Enbridge Energy Partners were to continue as a stand-alone entity, after taking into account its lower revenue and weak MLP capital markets, it would be required to transition to a self-financing model with no cost-effective access to equity capital. Enbridge Energy Partners' priority would be to strengthen its balance sheet, which would require near-term incremental Enbridge support, and reduce its distributions, which would have corresponding negative implications to Enbridge Energy Management. The transaction premiums are attractive to Enbridge Energy Partners unitholders and Enbridge Energy Management shareholders, particularly in light of Enbridge Energy Partners' expected distribution reduction as a stand-alone entity. The Enbridge Energy Partners exchange ratio and Enbridge Energy Management exchange ratio represent an 8.7-per-cent and 16.0-per-cent, respectively, increase to the exchange ratio proposed by Enbridge on May 17, 2018.

These transactions offer Enbridge Energy Partners public unitholders and Enbridge Energy Management public shareholders a superior investment proposition in Enbridge common shares, including:

• Direct ownership in the largest energy infrastructure company in North America comprising premium liquids transportation, natural gas transmission and natural gas distribution utility franchises that generate diverse, safe and reliable cash flows;
• A secured growth profile which underpins expected 10-per-cent annual dividend growth through 2020 with substantially enhanced dividend coverage compared with Enbridge Energy Partners stand-alone;
• A diverse opportunity set for continued growth beyond 2020 that is supported by a strong cost of capital;
• A stronger balance sheet and superior credit profile;
• Reduction in risks related to continued uncertainty and potential unfavourable changes applied to MLPs related to the revised FERC tax allowance policies;
• Increased opportunity for further meaningful capital appreciation as Enbridge advances its strategic priorities, including simplification of the Enbridge corporate structure, improved financial position and organic growth projects not currently available to Enbridge Energy Partners shareholders;
• Enhanced trading liquidity.

Benefits and considerations for Enbridge shareholders

The buy-ins of Enbridge Energy Partners and Enbridge Energy Management are strategically and economically attractive to current and future Enbridge shareholders and provide substantial benefits, including:

• Increased ownership in its core businesses and further enhancement of its industry-leading, low-risk profile;
• Significant advancement of Enbridge's strategy to simplify and streamline its corporate structure which further increases the transparency of its strong cash-generating assets;
• Higher retention of cash generated from the Enbridge Energy Partners assets, which will support continued strong dividend coverage and self-financed growth;
• An improved Enbridge credit profile due to the elimination of Enbridge Energy Partners public distributions, as well as opportunities to minimize the structural subordination of Enbridge debt;
• Significant benefits to Enbridge's post-2020 outlook primarily due to tax optimization synergies;
• Reduction in risks related to uncertainty and potential unfavourable changes associated with regulatory tax policies applied to MLPs and incremental Enbridge support required by Enbridge Energy Partners in difficult capital markets;
• No change to consolidated EBITDA (earnings before interest, taxes, depreciation and amortization) following completion of the Enbridge Energy Partners and Enbridge Energy Management buy-in transactions since the assets held by Enbridge Energy Partners and Enbridge Energy Management are already managed and operated by Enbridge's U.S. subsidiaries and consolidated for accounting purposes by Enbridge.

Considering these transactions, in combination with the Enbridge Income Fund and SEP buy-ins, there is no change to Enbridge's current three-year financial guidance, including the 10-per-cent dividend growth rate through 2020, supported by several positive developments in the business, including the success of Enbridge's recent asset divestiture program which has exceeded expectations.

Other information

As a result of the mergers provided for under the agreements, Enbridge would acquire all of the 215.7 million public outstanding Class A common units of Enbridge Energy Partners and all of the public outstanding listed shares of Enbridge Energy Management at the time of the closing, which currently total 87.1 million shares, at an agreed exchange ratio of 0.3350 common share of Enbridge for each Class A common unit of Enbridge Energy Partners and each listed share of Enbridge Energy Management. In aggregate, based on these fixed exchange ratios, Enbridge would issue an estimated 101.4 million Enbridge common shares in connection with these transactions, representing approximately 6 per cent of the total number of Enbridge common shares outstanding. Following consummation of the mergers, Enbridge Energy Partners and Enbridge Energy Management will become wholly owned subsidiaries of Enbridge.

A more detailed description of the agreements will be set forth in an Enbridge current report on Form 8-K that it expects to file with the Securities and Exchange Commission (SEC) after markets close on Sept. 18, 2018.

The transactions have been approved by the board of directors of Enbridge and certain of its wholly owned U.S. subsidiaries. The board of directors of Enbridge Energy Management, in its capacity as the delegate of the general partner of Enbridge Energy Partners (in such capacity, Enbridge Energy Partners board) and the board of directors of Enbridge Energy Management delegated to their respective special committees consisting solely of independent directors (Enbridge Energy Partners special committee and Enbridge Energy Management special committee), the authority to review, evaluate and negotiate the proposed buy-in on behalf of Enbridge Energy Partners and Enbridge Energy Management, respectively. The respective Enbridge Energy Partners and Enbridge Energy Management special committees unanimously approved the respective Enbridge Energy Partners and Enbridge Energy Management buy-in transactions and recommended approval of the transactions to the Enbridge Energy Partners and Enbridge Energy Management boards. The Enbridge Energy Partners transaction has been approved by the Enbridge Energy Partners board based on the recommendation, and the Enbridge Energy Management transaction has been approved by the Enbridge Energy Management board based on the recommendation. Each of the Enbridge Energy Partners board and the Enbridge Energy Management board unanimously recommends that the Enbridge Energy Partners unitholders and Enbridge Energy Management shareholders vote in favour of the respective agreements.

Pursuant to the agreement for the Enbridge Energy Partners buy-in transaction, approval of (i) at least two-thirds of the outstanding limited partner units of Enbridge Energy Partners and (ii) a majority of the outstanding Class A common units of Enbridge Energy Partners (other than Class A common units held by Enbridge and its affiliates) and the outstanding I units of Enbridge Energy Partners held by Enbridge Energy Management (other than I units voted at the direction of Enbridge and its affiliates), voting as a single class, is required to close that transaction.

Pursuant to the agreement for the Enbridge Energy Management buy-in transaction, approval of a majority of the outstanding listed shares of Enbridge Energy Management (other than the listed shares held by Enbridge and its affiliates) is required to close the transaction. The closing of the Enbridge Energy Partners buy-in transaction is a condition to close the Enbridge Energy Management buy-in transaction. Voting is to occur in person or by proxy at respective special Enbridge Energy Partners unitholder and Enbridge Energy Management shareholder meetings called to consider the agreements, targeted to be held late in the fourth quarter of 2018.

The respective closing of the Enbridge Energy Partners and Enbridge Energy Management buy-in transactions are also targeted to occur late in the fourth quarter, and in each case, will be subject to securing the respective Enbridge Energy Partners unitholder and Enbridge Energy Management shareholder approvals referenced above and other customary closing conditions. Therefore, subject to Enbridge Energy Management board approval, Enbridge Energy Partners is expected to pay a cash distribution to its unitholders and Enbridge Energy Management is expected to pay a stock dividend to its shareholders in the fourth quarter consistent with previously disclosed distribution and dividend guidance.

After being filed, Enbridge Energy Partners unitholders and Enbridge Energy Management shareholders will be able to obtain copies of the proxy statement/prospectus related to the Enbridge Energy Partners buy-in transaction and the proxy statement/prospectus related to the Enbridge Energy Management buy-in transaction, without charge, at the SEC's website.

BofA Merrill Lynch and Scotiabank acted as financial advisers to Enbridge. McCarthy Tetrault LLP, Sullivan & Cromwell LLP and Vinson & Elkins LLP acted as Canadian legal and tax, U.S. legal and U.S. tax advisers, respectively, to Enbridge.

Evercore acted as financial adviser to the Enbridge Energy Partners special committee and Goldman Sachs & Co. LLC acted as financial adviser to the Enbridge Energy Management special committee, while Bracewell LLP and Morris, Nichols, Arsht & Tunnell LLP acted as legal adviser to the Enbridge Energy Partners special committee and the Enbridge Energy Management special committee.

About Enbridge Inc.

Enbridge is North America's premier energy infrastructure company with strategic business platforms that include an extensive network of crude oil, liquids and natural gas pipelines, regulated natural gas distribution utilities, and renewable power generation. The company safely delivers an average of 2.9 million barrels of crude oil each day through its Mainline and Express pipeline, accounts for approximately 65 per cent of U.S.-bound Canadian crude oil exports, and moves approximately 20 per cent of all natural gas consumed in the United States, serving key supply basins and demand markets. The company's regulated utilities serve approximately 3.7 million retail customers in Ontario, Quebec and New Brunswick. Enbridge also has interests in more than 2,500 megawatts of net renewable generating capacity in North America and Europe.

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