AURORA, Ontario, August 31 /PRNewswire/ --
Magna International Inc. (TSX: MG.A, MG.B; NYSE: MGA) today announced
that the plan of arrangement under the Business Corporations Act (Ontario)
(the "Arrangement") involving Open Joint Stock Company Russian Machines
("Russian Machines"), the Stronach Trust and the other parties named in the
Arrangement, has received final court approval.
Magna also announced that The Toronto Stock Exchange has granted
conditional approval for the issuance and listing of the 20 million Class A
Subordinate Voting Shares to be issued to Russian Machines in the Arrangement
and that the European Commission has granted merger control clearance for the
transaction.
Subject to the receipt of certain other regulatory approvals and
satisfaction of other applicable closing conditions, implementation of the
Arrangement is expected to occur in late September 2007.
We are the most diversified automotive supplier in the world. We design,
develop and manufacture automotive systems, assemblies, modules and
components, and engineer and assemble complete vehicles, primarily for sale
to original equipment manufacturers of cars and light trucks in North
America, Europe, Asia, South America and Africa. Our capabilities include the
design, engineering, testing and manufacture of automotive interior systems;
seating systems; closure systems; metal body and chassis systems; vision
systems; electronic systems; exterior systems; powertrain systems; roof
systems; as well as complete vehicle engineering and assembly.
We have approximately 83,000 employees in 229 manufacturing operations
and 62 product development and engineering centres in 23 countries.
FORWARD-LOOKING STATEMENTS
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This press release may contain statements that, to the extent that they
are not recitations of historical fact, constitute "forward-looking
statements" within the meaning of applicable securities legislation.
Forward-looking statements may include financial and other projections, as
well as statements regarding our future plans, objectives or economic
performance, or the assumptions underlying any of the foregoing. We use words
such as "may", "would", "could", "will", "likely", "expect", "anticipate",
"believe", "intend", "plan", "forecast", "project", "estimate" and similar
expressions to identify forward-looking statements. Any such forward-looking
statements are based on assumptions and analyses made by us in light of our
experience and our perception of historical trends, current conditions and
expected future developments, as well as other factors we believe are
appropriate in the circumstances. However, whether actual results and
developments will conform with our expectations and predictions is subject to
a number of risks, assumptions and uncertainties. These risks, assumptions
and uncertainties include, without limitation, those related to the strategic
alliance with Russian Machines, including: the risk that the benefits, growth
prospects and strategic objectives expected to be realized from the
investment by, and strategic alliance with, Russian Machines may not be fully
realized, realized at all or may take longer to realize than expected; we
will be governed by a board of directors on which the Stronach Trust and
Russian Machines each, indirectly, have the right to designate an equal
number of nominees, in addition to the current co-chief executive officers,
with the result that we may be considered to be effectively controlled,
indirectly, by the Stronach Trust and Russian Machines for so long as the
governance arrangements remain in place between them; our Russian strategy
involves making investments and carrying on business and operations in
Russia, which will expose us to the political, economic and regulatory risks
and uncertainties of that country; the possibility that Russian Machines may
exercise its right to withdraw its investment in Newco and Newco II and exit
from the governance arrangements in connection with the Arrangement at any
time after two years; the possibility that the Stronach Trust may exercise
its right to require Russian Machines to withdraw its investment in Newco and
Newco II and exit from such arrangements at any time after three years; the
possibility that Russian Machines' lender may require Russian Machines to
withdraw its investment in Newco and Newco II and exit from such arrangements
at any time if such lender is entitled to realize on its loan to Russian
Machines; the conditions precedent to completion of the Arrangement may not
be satisfied or, if satisfied, the timing of such satisfaction may be
delayed; and the occurrence of any event, change or other circumstances that
could give rise to the termination of the Transaction Agreement, the delay of
the completion of the Arrangement or failure to complete the Arrangement for
any other reason. In addition to the risks, assumptions and uncertainties
related to the proposed strategic alliance, there are additional risks and
uncertainties relating generally to Magna and its business and affairs,
including the impact of: declining production volumes and changes in consumer
demand for vehicles; a reduction in the production volumes of certain
vehicles, such as certain light trucks; the termination or non-renewal by our
customers of any material contracts; our ability to offset increases in the
cost of commodities, such as steel and resins, as well as energy prices;
fluctuations in relative currency values; our ability to offset price
concessions demanded by our customers; our dependence on outsourcing by our
customers; our ability to compete with suppliers with operations in low cost
countries; changes in our mix of earnings between jurisdictions with lower
tax rates and those with higher tax rates, as well as our ability to fully
benefit tax losses; other potential tax exposures; the financial distress of
some of our suppliers and customers; the inability of our customers to meet
their financial obligations to us; our ability to fully recover
pre-production expenses; warranty and recall costs; product liability claims
in excess of our insurance coverage; expenses related to the restructuring
and rationalization of some of our operations; impairment charges; our
ability to successfully identify, complete and integrate acquisitions; risks
associated with new program launches; legal claims against us; risks of
conducting business in foreign countries; unionization activities at our
facilities; work stoppages and labour relations disputes; changes in laws and
governmental regulations; costs associated with compliance with environmental
laws and regulations; potential conflicts of interest involving our
controlling shareholder, the Stronach Trust; and other factors set out in our
Annual Information Form filed with securities commissions in Canada and our
annual report on Form 40-F filed with the United States Securities and
Exchange Commission, and subsequent filings. In evaluating forward-looking
statements, readers should specifically consider the various factors which
could cause actual events or results to differ materially from those
indicated by such forward-looking statements. Unless otherwise required by
applicable securities laws, we do not intend, nor do we undertake any
obligation, to update or revise any forward-looking statements to reflect
subsequent information, events, results or circumstances or otherwise.
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