AURORA, ON, July 15, 2016 /PRNewswire/ - Magna
International Inc. (TSX: MG; NYSE: MGA) announced today that it
has received notice of an unsolicited "mini-tender" offer made by
TRC Capital Corporation ("TRC Capital") to purchase up to 2,500,000
Magna Common Shares, or approximately 0.63% of Magna's outstanding
Common Shares, at a price of CDN $41.85 per share. The offering price
represents a discount of approximately 13.9% to yesterday's closing
price of Magna Common Shares on the Toronto Stock Exchange (TSX) of
CDN$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 CDN $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% of a company's outstanding shares, thereby
avoiding many disclosure and procedural requirements applicable to
formal take-over bids and tender offers under Canadian and
United States securities
legislation.
The Canadian Securities Administrators (CSA) have 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 at:
http://www.osc.gov.on.ca/en/SecuritiesLaw_csa_19991210_61-301.jsp.
The U.S. Securities and Exchange Commission (SEC) 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 to the current market price. The SEC advisory can be found
at: http://www.sec.gov/investor/pubs/minitend.htm.
Magna urges shareholders to obtain current market quotations for
their shares, consult with their broker or financial advisor 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.
ABOUT MAGNA
We are a leading global automotive supplier with 306
manufacturing operations and 92 product development, engineering
and sales centres in 29 countries. We have over 147,000
employees focused on delivering superior value to our customers
through innovative products and processes, and World Class
Manufacturing. These figures include manufacturing operations,
product development, engineering and sales centres and employees in
equity accounted operations. Our product capabilities include
producing body, chassis, exterior, seating, powertrain, electronic,
vision, closure and roof systems and modules, as well as complete
vehicle engineering and contract manufacturing. Our common
shares trade on the Toronto Stock Exchange (MG) and the New York
Stock Exchange (MGA).
SOURCE Magna International Inc.