- Martinrea management warned against using new advance notice by-law as a tool of entrenchment
- Concerned Shareholder announces appointment of special advisors to assist in reforming Martinrea
- Concerned Shareholder releases presentation and website launched
TORONTO, April 28, 2014 /CNW/ - Nat Rea, the former director and Vice-Chairman of Martinrea International Inc. ("Martinrea") and, through his holding company Rea Holdings Corp., a concerned shareholder of Martinrea (the "Concerned Shareholder") is pleased to announce that Mr. Manfred Gingl, a highly qualified industry leader and nominee of the Concerned Shareholder, has agreed to serve as the Chief Executive Officer of Martinrea after the nominees of the Concerned Shareholder are elected at the upcoming annual and special meeting of shareholders scheduled for June 19, 2014.
Nat Rea commented: "Mr. Gingl is a legend in the automotive manufacturing and technology industry. His vast experience, strategic and operational expertise and personal integrity are exactly what Martinrea needs to become a leader in the industry."
Mr. Gingl is a former Executive Vice-Chairman of Magna International Inc. ("Magna") where he worked for over forty years and was instrumental in restructuring the industry and its production facilities. A tool and die maker by trade, he is known as the architect of many Magna technologies. During his tenure with Magna, he oversaw the company's growth. The expertise and deep knowledge of the automotive parts industries makes Mr. Gingl an exceptional and uniquely qualified candidate for the position of CEO of Martinrea.
The Concerned Shareholder wishes to acknowledge the press release of Martinrea dated April 21, 2014 announcing the adoption of an Advance Notice By-Law respecting nominations for the election of directors (the "Advance Notice By-Law"). The Concerned Shareholder is reviewing the advance notice by-law with its counsel and warns the incumbent board that it will take all appropriate action if the Advance Notice By‑Law or other methods are used to entrench management.
The Concerned Shareholder is also pleased to announce that it has retained Norton Rose Fulbright Canada LLP as special legal advisor in connection with its efforts to reform the board and transform Martinrea into an industry leader. Dentons LLP serves as the primary legal counsel for the Concerned Shareholder and Bayfield Strategy serves as its strategic and communications advisor.
Readers are directed to www.TransformMartinrea.com which contains information for Martinrea shareholders about its proposed nominees as well as the case for change and the plan of the Concerned Shareholder to transform Martinrea. In addition, the Concerned Shareholder has prepared and filed today a dissident information circular on Martinrea's SEDAR profile. The Concerned Shareholder may supplement, amend or replace its dissident information circular when further details regarding the upcoming Martinrea shareholder meeting are available or following the filing of a management information circular by Martinrea.
ADDITIONAL INFORMATION AND DISCLAIMERS
This news release forms part of a public broadcast solicitation by Rea Holdings Corp. ("RHC") of 9200 Weston Rd., Piazza Villagio, Vaughan ON, L4H 3J3, a wholly‑owned company of Nat Rea (former Vice-Chairman and Director of Martinrea International Inc. ("Martinrea") from 2002 to 2012), made in reliance on the exemption contained in section 9.2(4) of National Instrument 51-102 – Continuous Disclosure Obligations. RHC has filed an information circular, as may be amended, supplemented, restated or replaced, containing information required by Form 51‑102F5 relating to its proposed nominees for election as directors of Martinrea at its upcoming annual and special meeting of shareholders scheduled for June 19, 2014 (as may be adjourned or postponed, the "Meeting") which circular is available at www.TransformMartinrea.com and on Martinrea's company profile on SEDAR at www.sedar.com. This is not a solicitation being made by or on behalf of management of Martinrea. The head office and registered address of Martinrea is 3210 Langstaff Road, Vaughan, Ontario, L4K 5B2.
RHC is not requesting that shareholders of Martinrea submit a proxy at this time. Once RHC has commenced a formal solicitation of proxies, a registered holder of common shares of Martinrea that gives a proxy may revoke it: (a) by completing and signing a valid proxy bearing a later date and returning it in accordance with the instructions contained in the form of proxy to be provided by RHC, or as otherwise provided in the proxy materials sent to shareholders of Martinrea by or on behalf of RHC; (b) by depositing an instrument in writing, telephonic, or electronic means, executed by the shareholder or by an attorney authorized in writing, as the case may be: (i) at the registered office of Martinrea at any time up to and including the last business day preceding the day of the Meeting or any adjournment or postponement thereof; or (ii) with the chairman of the Meeting prior to its commencement on the day of the Meeting or any adjournment or postponement thereof; or (c) in any other manner permitted by law. Any solicitation of proxies made in connection with the Meeting will be made by or on behalf of RHC. Proxies for the Meeting may be solicited by mail, telephone, email or other electronic means as well as by newspaper or other media advertising, and in person by managers, directors, officers and employees of RHC, who will not be specifically remunerated therefor. In addition, RHC may solicit proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian corporate and securities laws, including through news releases, speeches or publications, and by any other manner permitted under applicable Canadian laws. RHC may engage the services of one or more agents and authorize other persons to assist it in soliciting proxies on behalf of RHC. The costs incurred in connection with any solicitation of proxies made by or on behalf of RHC will be borne by RHC.
RHC is acting on behalf of itself as a shareholder of Martinrea and believes its actions will benefit all Martinrea shareholders. RHC is seeking to improve Martinrea's long-term performance. As a shareholder of Martinrea, RHC believes it is time for change in the direction of Martinrea and has serious concerns regarding the current Martinrea management. Accordingly, RHC is currently proposing the election of five highly-qualified nominees to the board of Martinrea at the upcoming Meeting. RHC believes that the election of its nominees at the Meeting will revitalize the Martinrea board of directors and allow for a change in its senior management that may result in substantial improvements in the operating performance of Martinrea. RHC has entered into nomination agreements with each nominee with respect to the nomination of such individual as a director of Martinrea which agreements provide, among other things, that RHC will reimburse each nominee for all reasonable expenses incurred in the performance of his or her responsibilities as a nominee. Further, the agreements provide that RHC will, subject to certain exceptions, indemnify, defend and hold harmless each nominee from and against any and all losses, claims, damages, liabilities, judgments, costs and reasonable expenses (including reasonable fees and disbursements of counsel and costs of investigation) incurred by such individual in connection with any arbitral, civil, criminal, trial, appeal, administrative, formal, informal, investigative or other proceeding arising out of or based upon his or her status as a nominee.
As of the date hereof, RHC owns an aggregate of 100,000 common shares of Martinrea, representing approximately 0.1% of the total common shares issued and outstanding. These shares were purchased on April 2, 2014 for between $10.60 and $10.80 per common share.
Except as otherwise disclosed, to the knowledge of RHC neither RHC nor any of its managers, directors or officers, or any associates or affiliates of the foregoing, nor any of the nominees of RHC proposed for election as directors of Martinrea, nor any of their respective associates or affiliates, has (a) any material interest, direct or indirect, in any transaction since the beginning of Martinrea's most recently completed financial year or in any proposed transaction that has materially affected or would materially affect Martinrea or its subsidiaries or affiliates; and (b) any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter currently known to be acted upon at a Meeting other than the election of directors.
Additional information regarding RHC is also available in various press releases and other statements or documents issued or made available by or on behalf of RHC or its principals. Such statements or documents have, as applicable, been made publicly available in accordance with applicable Canadian corporate and securities laws, and are accessible on SEDAR at www.sedar.com.
Certain information included in, or incorporated by reference into, this news release contains forward‑looking statements or forward‑looking information within the meaning of applicable securities laws, including, without limitation, in respect of the plans and strategies of the Concerned Shareholder for Martinrea and Martinrea's anticipated financial and operating performance and prospects and statements relating to the ability of the Concerned Shareholder to effect change to the board of directors of Martinrea. All statements and information, other than statements of historical fact, included in or incorporated by reference into this news release are forward-looking statements and forward-looking information, including, without limitation, statements regarding activities, events or developments that the Concerned Shareholder expects or anticipates may occur in the future. Such forward-looking statements and information can be identified by the use of forward-looking words such as "will", "expect", "intend", "plan", "estimate", "anticipate", "believe" or "continue" or similar words and expressions or the negative thereof. There can be no assurance that the plans, intentions or expectations upon which such forward-looking statements and information are based will occur or, even if they do occur, will result in the performance, events or results expected. Forward-looking statements contained in this news release are subject to certain risks and uncertainties. Actual results may differ from those in the forward-looking statements should one or more of these risks or uncertainties materialize. Such risks include, but are not limited to, lack of cooperation from the current board and management of Martinrea regarding the conduct of a shareholders' meeting and any potential actions that may be taken by the current board and management of Martinrea that could thwart any efforts to bring change to the board of Martinrea. All such factors should be considered carefully when making decisions with respect to Martinrea, and undue reliance should not be placed on the Concerned Shareholder's forward-looking statements. The forward-looking statements and information included in this news release are made as of the date of the news release and the Concerned Shareholder undertakes no obligation to publicly update such forward-looking statements or information to reflect new information, subsequent events or otherwise, except as required by applicable laws. Martinrea shareholders are cautioned that all forward-looking statements and information involve risks and uncertainties, including those risks and uncertainties detailed in Martinrea's continuous disclosure and other filings with applicable Canadian securities regulatory authorities, copies of which are available on the Martinrea SEDAR profile. The forward-looking statements and information contained in this news release are expressly qualified in their entirety by this cautionary statement.
SOURCE: Rea Holdings Inc.
For further information: Media Contact: Riyaz Lalani, Bayfield Strategy, Inc., 416-907-9365, email@example.com, www.bayfieldstrategy.com