Intier receives privatization proposal from Magna
October 25 2004 - 9:48AM
PR Newswire (US)
Intier receives privatization proposal from Magna NEWMARKET, ON,
Oct. 25 /PRNewswire-FirstCall/ -- Intier Automotive Inc. (TSX:
IAI.A, NASDAQ: IAIA) announced today that its Board of Directors
has received a proposal from Magna International Inc. to acquire
all the outstanding Class A Subordinate Voting Shares of Intier not
owned by Magna. Magna has proposed that the transaction be effected
by way of a court-approved plan of arrangement under Ontario law.
Under the proposal, shareholders of Intier would receive 0.3847 of
a Class A Subordinate Voting Share of Magna for each Class A
Subordinate Voting Share of Intier or, at the election of any
shareholder, cash based on the volume-weighted average trading
price ("VWAP") of Magna's Class A Subordinate Voting Shares over
the five trading days ending on the last trading day immediately
preceding the effective date of the plan of arrangement. The
aggregate cash payable to all electing Intier shareholders in the
proposed transaction would be capped at Cdn.$125 million,
representing approximately half of the total consideration
contemplated by the proposal based on the VWAP of Magna's Class A
Subordinate Voting Shares over the 20 trading days ended October
22, 2004, being the last trading day prior to making the proposal.
If shareholders elect to receive cash in excess of Cdn.$125 million
in the aggregate, the total cash available will be prorated among
those shareholders electing to receive cash and the balance of
their consideration will be satisfied in Magna Class A Subordinate
Voting Shares. The consideration offered represents a premium of
approximately 36.5% over the relative VWAPs of Magna's Class A
Subordinate Voting Shares and Intier's Class A Subordinate Voting
Shares over the past 20 trading days and a premium of 30.6% over
the relative closing prices of such shares on the TSX on October
22, 2004. The proposed transaction is proposed to be carried out by
way of a court- approved plan of arrangement under Ontario law and
is subject to applicable securities laws, including the Ontario
rules that specifically govern going- private transactions of this
nature. In addition to court approval, the transaction would
require the approval of the shareholders of Intier, including by
way of a majority of the votes cast by holders other than Magna and
its affiliates and other insiders. Intier's Board of Directors will
review Magna's proposal and will respond in due course having
regard to all applicable legal and regulatory requirements. Intier
is a global full service supplier and integrator of automotive
interior and closure components, systems and modules with
manufacturing facilities and product development, engineering and
testing centres in North America, Europe, Brazil, Japan and China.
This press release may contain forward-looking statements within
the meaning of applicable securities legislation. Such statements
involve certain risks, assumptions and uncertainties which may
cause actual future results and performance of Intier Automotive
Inc. (the "Company") to be materially different from those
expressed or implied in these statements. These risks, assumptions
and uncertainties include, but are not limited to: industry
cyclicality, including reductions or increases in production
volumes; trade and labour disruption; pricing concessions and cost
absorptions; product warranty, recall and product liability costs;
the Company's financial performance; changes in the economic and
competitive markets in which the Company competes; relationships
with OEM customers; customer price pressures; the Company's
dependence on certain vehicle programs; currency exposure; energy
prices; and certain other risks, assumptions and uncertainties
disclosed in the Company's public filings. The Company disclaims
any intention and undertakes no obligation to update or revise any
forward-looking statements to reflect subsequent information,
events or circumstances or otherwise. DATASOURCE: Intier Automotive
Inc. CONTACT: Michael McCarthy, Executive Vice-President and Chief
Financial Officer of Intier at (905) 898-5200
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