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Magna Announces Completion of Transaction Involving Russian Machines
AURORA, Canada, September 20 /PRNewswire/ -- Magna International Inc. (TSX: MG.A; NYSE: MGA) today announced that the
plan of arrangement and agreements relating to the strategic investment in
Magna by Open Joint Stock Company Russian Machines became effective today.
Frank Stronach, Magna's Chairman commented: "We are pleased to have
completed this very important transaction with Russian Machines. I believe we
are now well positioned to capitalize on the growth opportunities in Russia
and other automotive markets, while minimizing the risks of investing in
those markets.
"Our strategic investment in Magna will allow Magna to build a strong
presence in the rapidly expanding Russian automotive market as well as in
Eastern Europe and other key markets," said Oleg Deripaska, Chairman of the
Supervisory Board of Basic Element and Chairman of the Board of Directors of
Russian Machines
Under the arrangement, M Unicar Inc. ("Newco"), through its indirectly
owned subsidiary 2143455 Ontario Inc., a Canadian holding company funded by a
subsidiary of Russian Machines, acquired 20 million Magna Class A Subordinate
Voting Shares for approximately US$1.54 billion. Newco is owned indirectly by
the Stronach Trust, Russian Machines and Donald Walker, Siegfried Wolf,
Vincent Galifi, Jeffrey Palmer and Peter Koob, members of Magna's executive
management. Newco and its subsidiaries now hold 726,829 Class B Shares (which
were previously held by 445327 Ontario Inc., all of the shares of which are
directly owned by the Stronach Trust), representing 100% of the outstanding
Class B Shares, and 20,605,000 Class A Subordinate Voting Shares,
representing approximately 15.9% of the outstanding Class A Subordinate
Voting Shares, which collectively represent approximately 68.6% of the total
voting power of all the outstanding shares of Magna. The transaction allows
Newco and its shareholders to effect a strategic investment in Magna and
participate in the future growth and success of Magna on a global basis
Magna also announced that, as a result of the arrangement becoming
effective, all of the conditions to its offer to purchase for cash up to
US$1,536,600,000 in value of its Class A Subordinate Voting Shares, which
expires at 5:00 p.m. (Toronto time) today, have been satisfied or waived.
Magna will issue a press release with respect to the outcome of the bid after
it has determined the number of Class A Subordinate Voting Shares which have
been validly tendered and the clearing purchase price for such shares under
the "modified Dutch auction" procedure applicable to the bid.
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.
ABOUT THE SUBSTANTIAL ISSUER BID
This release is for informational purposes only and is not an offer to
purchase or a solicitation of an offer to purchase Magna Class A Subordinate
Voting Shares, nor is it an offer or solicitation of an offer to buy or sell
any other securities of Magna. The substantial issuer bid referred to above
is made solely by means of the Offer to Purchase and the related Letter of
Transmittal and Notice of Guaranteed Delivery, each dated August 13, 2007, as
amended by the Notice of Variation, dated September 6, 2007.
FORWARD-LOOKING STATEMENTS
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 2143455 Ontario
Inc. ("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; and 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. 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 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.
CO: Magna International Inc. ST: Ontario IN: AUT SU: TNM






