INVESTORS
At a Special Meeting of Holders of Tesma Class A Subordinate
Shares held on February 1, 2005, shareholders voted in favour of a
plan of arrangement. Under the terms of the arrangement, Magna acquired
all the outstanding Class A Subordinate Voting Shares of Tesma not
owned by Magna, which was carried out by way of a court-approved plan
of arrangement under Ontario law. As such Tesma became a wholly-owned
subsidiary of Magna International Inc.
The arrangement was approved by over 71% of the votes cast by holders
of Tesma Class A Subordinate Voting Shares, voting separately as
a class. The arrangement was also approved by over 60% of the votes
cast by the “minority” holders of Tesma Class A Subordinate
Voting Shares. Votes cast by Magna, and parties related to Magna,
were excluded for the purposes of the “majority of the minority”
approval requirement. The arrangement received final court approval
on February 3, 2005 and became effective at 12:01 a.m. on February
6, 2005.
In consideration for Magna’s acquisition of
all of the issued and outstanding Class A Subordinate Voting shares
of Tesma not already owned by it, Magna will issue 6,687,709 Class
A Subordinate Voting shares in exchange for Tesma Class A Subordinate
Voting shares and pay approximately Cdn.$127,695,000 to Tesma shareholders
who made cash elections and for fractional shares. For purposes
of the cash elections, the volume-weighted average trading price
of Magna’s Class A Subordinate Voting shares on the Toronto
Stock Exchange (“TSX”) over the five trading days ended
February 4, 2005 was Cdn.$94.4709 per share, resulting in a payment
of Cdn.$41.5672 per share for Tesma shareholders who made cash elections.
Otherwise, Tesma shareholders will receive 0.44 of a Magna Class
A Subordinate Voting Share for each Tesma Class A Subordinate Voting
share under the arrangement.
Tesma historical continuous disclosure documents
(including press releases, interim financial statements, annual
reports, information circulars and annual information forms) can
be accessed at www.sedar.com.
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