Mr. Jesse Semko of Enbridge reports

ENBRIDGE ANNOUNCES DEFINITIVE AGREEMENT TO ACQUIRE ALL PUBLIC EQUITY OF ENBRIDGE INCOME FUND HOLDINGS INC., ACHIEVES SIGNIFICANT MILESTONES TOWARD CORPORATE STRUCTURE SIMPLIFICATION

Enbridge Inc. and Enbridge Income Fund Holdings Inc. have entered into a definitive arrangement agreement under which Enbridge will acquire all of the issued and outstanding public common shares of Enbridge Income Fund, subject to the approval of Enbridge Income Fund shareholders.

Under the terms of the agreement, each common share of Enbridge Income Fund will be exchanged for 0.7350 (the agreed exchange ratio) of a common share of Enbridge and cash of 45 cents per Enbridge Income Fund share. Enbridge Income Fund shareholders will also be entitled to receive the Enbridge fourth quarter dividend as described below. The agreed exchange ratio represents an increase of 9.8 per cent relative to the unaffected Enbridge Income Fund exchange ratio on May 16, 2018, and 11.3 per cent inclusive of the cash component. The total transaction is valued at $4.7-billion, based on the closing price of the Enbridge shares on the Toronto Stock Exchange (TSX) on Sept. 17, 2018.

This agreement, in conjunction with the definitive agreements reached with Enbridge Energy Partners LP and Enbridge Energy Management LLC announced today, and the previously announced Spectra Energy Partners LP transaction 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 Income Fund shareholders

Enbridge Income Fund's sole asset is its investment in Enbridge Income Fund which owns interests in high-quality liquids and gas pipeline systems controlled by Enbridge, including the Canadian Mainline pipeline system. Enbridge Income Fund shareholders will participate in a much larger and more diversified portfolio of assets and opportunities within Enbridge, providing exposure to a higher expected dividend growth rate post-2020 as well as enhanced dividend coverage and liquidity.

The arrangement offers Enbridge Income Fund public shareholders a compelling investment proposition in Enbridge 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 strong expected 10-per-cent annual dividend growth rate through 2020 with substantially enhanced dividend coverage through a higher level of DCF per share compared with Enbridge Income Fund stand alone;
• A diverse opportunity set for anticipated continued growth beyond 2020 that is supported by a strong cost of capital;
• 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 Income Fund shareholders;
• Enhanced trading liquidity and investment simplicity;
• Automatic tax deferral on substantially all of the gain or ability for Canadian Enbridge Income Fund shareholders to elect a full tax deferral.

Also, as noted above, Enbridge Income Fund shareholders will be entitled to Enbridge's fourth quarter dividend and Enbridge Income Fund's monthly dividends through to closing of the arrangement, subject to the adjustments as follows. If the arrangement closes as expected before the record date for Enbridge's fourth quarter dividend, expected to be Nov. 15, 2018, to be paid in early December, an Enbridge Income Fund shareholder will receive, as an Enbridge shareholder, the Enbridge December dividend and the Enbridge Income Fund dividend to be paid in November to Enbridge Income Fund shareholders of record on Oct. 31, 2018. In the event the arrangement closes after the record date for the Enbridge December dividend, the cash component will be increased for the Enbridge December dividend based upon the agreed exchange ratio less any dividends paid by Enbridge Income Fund to its shareholders after Nov. 30, 2018.

In addition, based on the closing price of the Enbridge shares on the TSX on Sept. 17, 2018, the agreed exchange ratio together with the cash component represents an approximate 19-per-cent premium to the closing price of an Enbridge Income Fund share on the TSX on May 16, 2018, which was the last trading day immediately before the announcement of Enbridge's offer to acquire the Enbridge Income Fund shares held by the public.

Benefits and considerations for Enbridge shareholders

The buy-in of Enbridge Income Fund is strategically and economically attractive to current and future Enbridge shareholders and provides substantial benefits, including:

• Increased ownership in its core businesses and further enhancement of its industry-leading growth and low-risk business 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 Income Fund assets, which will support continued strong dividend coverage and self-financed growth;
• An improved Enbridge credit profile due to the elimination of fund distributions to Enbridge Income Fund which are ultimately paid to the public, as well as opportunities to minimize the structural subordination of Enbridge debt;
• Significant benefits to Enbridge's post-2020 DCF outlook primarily due to tax optimization synergies;
• No change to consolidated EBITDA following completion of the arrangement since the assets indirectly held by Enbridge Income Fund are already managed and operated by Enbridge and consolidated for accounting purposes by Enbridge.

Considering this transaction, in combination with the Enbridge Energy Partners LP, Enbridge Energy Management LLC and the Spectra Energy Partners LP 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 arrangement, Enbridge would acquire all of the issued and outstanding public Enbridge Income Fund shares, which currently total 141.3 million shares, at the fixed agreed exchange ratio of 0.7350 of an Enbridge share for each Enbridge Income Fund share, plus the cash component of 45 cents per Enbridge Income Fund share. Based on the agreed exchange ratio and current Enbridge Income Fund shares outstanding, Enbridge would issue an estimated 103.9 million Enbridge shares in connection with the arrangement, representing approximately 6 per cent of the total number of Enbridge shares outstanding.

A description of the agreement will be set forth in Enbridge's current report on Form 8-K that it expects to file with the Securities and Exchange Commission on EDGAR and with Canadian securities regulators on SEDAR, as well as in Enbridge Income Fund's material change report to be filed on SEDAR.

The arrangement has been approved by the board of directors of Enbridge. The board of directors of Enbridge Income Fund delegated to a special committee consisting solely of independent directors the authority to, among other things, review, evaluate and negotiate the arrangement on behalf of Enbridge Income Fund. The Enbridge Income Fund special committee unanimously approved the arrangement and recommended approval of the arrangement to the Enbridge Income Fund board. In addition, Tudor, Pickering, Holt & Co. acting as financial adviser to the Enbridge Income Fund special committee, has provided its opinion to the Enbridge Income Fund special committee (subject to assumptions and qualifications) that the consideration to be received by Enbridge Income Fund shareholders (other than Enbridge) pursuant to the arrangement is fair, from a financial point of view, to such Enbridge Income Fund shareholders. After considering, among other things, the recommendation of the Enbridge Income Fund special committee and its receipt of the fairness opinion, the Enbridge Income Fund board has unanimously (with one director who is an officer of Enbridge abstaining) determined that the arrangement is in the best interests of Enbridge Income Fund and fair to the Enbridge Income Fund shareholders (other than Enbridge) and unanimously (with one director who is an officer of Enbridge abstaining) recommends that such Enbridge Income Fund shareholders vote in favour of the arrangement.

The arrangement is subject to the approval (i) by 66-2/3rds per cent of the votes cast by Enbridge Income Fund shareholders present in person or by proxy at a special shareholders meeting called to consider the arrangement, and (ii) by a majority of the votes cast by Enbridge Income Fund shareholders, present in person or by proxy at the meeting, after excluding the votes cast by Enbridge, its affiliates and certain other related parties.

Closing of the arrangement is expected to occur in mid-November, 2018, subject to Enbridge Income Fund shareholder approval at the meeting to be scheduled later in the fourth quarter of 2018, the approval of the Court of Queen's Bench of Alberta, regulatory approvals as required and other customary closing conditions.

A copy of the agreement will be filed by Enbridge with the U.S. Securities and Exchange Commission and Canadian securities regulators, and will be available for viewing at EDGAR and at SEDAR. Enbridge Income Fund shareholders will receive a copy of the management information circular with respect to the meeting. The management information circular, as well as other filings containing information about the arrangement including the agreement, will also be available, without charge, on Enbridge Income Fund's website and on SEDAR.

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

Tudor, Pickering, Holt & Co. acted as financial adviser to the Enbridge Income Fund special committee, while Norton Rose Fulbright Canada LLP acted as legal adviser to the Enbridge Income Fund 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 U.S., 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.

About Enbridge Income Fund Holdings Inc.

Enbridge Income Fund Holdings, through its investment in Enbridge Income Fund, indirectly holds high-quality, low-risk energy infrastructure assets. The fund's assets consist of a portfolio of Canadian liquids transportation and storage businesses, including the Canadian Mainline, the Regional oil sands system, the Canadian segment of the Southern Lights pipeline, Class A units entitling the holder to receive defined cash flows from the United States segment of the Southern Lights pipeline, a 50-per-cent interest in the Alliance pipeline, which transports natural gas from Canada to the United States, and interests in more than 1,400 megawatts of renewable and alternative power generation assets.

We seek Safe Harbor.