14:02:42 EDT Thu 25 Apr 2024
Enter Symbol
or Name
USA
CA



Magna International Inc
Symbol MG
Shares Issued 394,241,482
Close 2016-07-15 C$ 48.44
Market Cap C$ 19,097,057,388
Recent Sedar Documents

Magna recommends holders not to tender to TRC offer

2016-07-15 17:51 ET - News Release

An anonymous director reports

MAGNA RECOMMENDS REJECTION OF "MINI-TENDER" OFFER

Magna International Inc. has received notice of an unsolicited mini-tender offer made by TRC Capital Corp. to purchase up to 2.5 million Magna common shares, or approximately 0.63 per cent of Magna's outstanding common shares, at a price of $41.85 per share. The offering price represents a discount of approximately 13.9 per cent to yesterday's closing price of Magna common shares on the Toronto Stock Exchange of $48.63. In addition, the offer is highly conditional. TRC Capital's offer states that it may withdraw its offer if, among other things, the market price of Magna common shares falls below $43.82, the closing price on the TSX on July 6, 2016.

Magna does not endorse this unsolicited mini-tender offer and recommends that shareholders do not tender their shares. Magna is not associated with TRC Capital, its mini-tender offer or the mini-tender offer documentation.

TRC Capital has made similar unsolicited mini-tender offers for shares of other public companies. Mini-tender offers typically seek to acquire less than 5 per cent of a company's outstanding shares, thereby avoiding many disclosure and procedural requirements applicable to formal takeover bids and tender offers under Canadian and U.S. securities legislation.

The Canadian Securities Administrators has expressed serious concerns about mini-tender offers, such as the possibility that investors might tender to a mini-tender offer based on a misunderstanding of the terms of the offer, including the per securities price available under the offer relative to the market price of such securities. Comments from the CSA on mini-tenders can be found on the Ontario Securities Commission website.

The U.S. Securities and Exchange Commission has also published an investor advisory regarding mini-tender offers. In the advisory, the SEC cautions that some bidders make mini-tender offers at below-market prices, "hoping that they will catch investors off guard" if the investors do not compare the offer price with the current market price. The SEC advisory can be found at the SEC website.

Magna urges shareholders to obtain current market quotations for their shares, consult with their broker or financial adviser, and exercise caution with respect to TRC Capital's offer. Magna recommends that shareholders who have not responded to TRC Capital's mini-tender offer take no action. Shareholders who have already tendered their shares should seek to withdraw them, including reviewing and strictly following the withdrawal procedures in TRC Capital's offering documents.

Magna requests that a copy of this news release be included with all distributions of materials relating to TRC Capital's mini-tender offer related to Magna common shares.

© 2024 Canjex Publishing Ltd. All rights reserved.