21:07:59 EDT Fri 11 Jul 2025
Enter Symbol
or Name
USA
CA



Magna International Inc
Symbol MG
Shares Issued 287,327,745
Close 2024-08-08 C$ 53.82
Market Cap C$ 15,463,979,236
Recent Sedar Documents

Magna Int'l says reject TRC Capital mini-tender offer

2024-08-09 09:56 ET - News Release

Mr. Louis Tonelli reports

MAGNA RECOMMENDS REJECTION OF "MINI-TENDER" OFFER

Magna International Inc. has received notice of an unsolicited mini-tender offer made by TRC Capital Investment Corp. to purchase up to two million Magna common shares, or less than 1 per cent of Magna's outstanding common shares, at a price of $57.90 per share. Magna cautions shareholders that the mini-tender offer has been made at a price below recent market prices, representing a discount of 4.49 per cent to the closing price of Magna's common shares on the Toronto Stock Exchange on July 29, 2024, the last trading day before the mini-tender offer commenced. Although the offering price represents a premium of 7.58 per cent to yesterday's closing price of Magna common shares on the TSX of $53.82, 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 $57.58; for reference, the closing price on the TSX for Magna common shares on Aug. 8, 2024, was $53.82, which is already below this threshold. Additionally, TRC Capital's offer is not fully financed and is conditioned upon receipt of necessary financing on terms it deems reasonable in its sole discretion.

Magna does not endorse TRC Capital's unsolicited mini-tender offer, is not affiliated or associated in any way with TRC Capital and unequivocally recommends shareholders reject the TRC Capital offer.

TRC Capital has made many 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. Both the Canadian Securities Administrators (CSA) and the U.S. Securities and Exchange Commission (SEC) recommend that investors exercise caution with mini-tender offers and have expressed serious concerns about mini-tender offers, including the possibility that investors might tender to such offers without understanding the offer price relative to the current market price of their securities.

Magna urges shareholders to obtain current market quotations for their shares, consult with their brokers or financial advisers, 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. According to TRC Capital's offer documents, Magna shareholders who deposit their shares in acceptance of the offer may withdraw their shares at any time before Aug. 30, 2024, by following the procedures described in TRC Capital's offer documents.

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

About Magna International Inc.

Magna is more than one of the world's largest suppliers in the automotive space. Magna is a mobility technology company built to innovate, with a global, entrepreneurial-minded team of over 179,000 employees across 343 manufacturing operations and 105 product development, engineering and sales centres spanning 28 countries. With more than 65 years of expertise, Magna's ecosystem of interconnected products, combined with its complete vehicle expertise, uniquely positions the company to advance mobility in an expanded transportation landscape.

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