Magna announces pricing for substantial issuer bid

    AURORA, ON, Aug. 11 /CNW/ - Magna International Inc. (TSX: MG.A, MG.B;
NYSE:   MGA) today announced the pricing of the substantial issuer bid (the
"Offer") which it previously disclosed in its Management Information
Circular/Proxy Statement dated July 25, 2007. The Offer represents an offer by
Magna to purchase for cancellation, on the terms and subject to the conditions
in the Offer, up to 20 million Class A Subordinate Voting Shares for not more
than US$1,536,600,000 in the aggregate. The Offer will expire at 5:00 p.m.
(Toronto time) on September 20, 2007.
    The Offer is being made by way of a "modified Dutch auction" pursuant to
which shareholders may tender all or a portion of their shares (1) at a price
not less than US$76.50 or more than US$91.50 per Class A Subordinate Voting
Share, in increments of US$0.10 per share or (2) without specifying a purchase
price, in which case their Class A Subordinate Voting Shares will be purchased
at the purchase price determined in accordance with the Offer.
    The purchase price paid for each Class A Subordinate Voting Share
properly tendered (the "Purchase Price") will be based on the number of
Class A Subordinate Voting Shares tendered and the prices specified by
shareholders making tenders, and will be the lowest price that will enable
Magna to purchase up to US$1,536,600,000 of Class A Subordinate Voting Shares
at a price within the range specified above. Shareholders will receive the
Purchase Price for Class A Subordinate Voting Shares tendered at prices equal
to or lower than the Purchase Price. All Class A Subordinate Voting Shares
tendered at prices higher than the Purchase Price will be returned to
shareholders. If the number of Class A Subordinate Voting Shares tendered at
or below the Purchase Price would result in an aggregate purchase price in
excess of US$1,536,600,000, those shares will be purchased on a pro rata
    The Offer is not conditional upon any minimum number of Class A
Subordinate Voting Shares being deposited, however, the Offer is subject to
certain other conditions, including regulatory approval, shareholder approval
and completion of the arrangement involving Magna, Russian Machines and
certain other parties.
    Full particulars of the terms and conditions of the Offer are contained
in the Offer to Purchase and Issuer Bid Circular and related documents which
will be mailed to holders of Magna Class A Subordinate Voting Shares, Class B
Shares and 6.5% Convertible Subordinated Debentures on or about Tuesday,
August 14, 2007.

    We are the most diversified automotive supplier in the world. We design,
develop and manufacture automotive systems, assemblies, modules and
components, and engineer and assemble complete vehicles, primarily for sale to
original equipment manufacturers of cars and light trucks in North America,
Europe, Asia, South America and Africa. Our capabilities include the design,
engineering, testing and manufacture of automotive interior systems; seating
systems; closure systems; metal body and chassis systems; vision systems;
electronic systems; exterior systems; powertrain systems; roof systems; as
well as complete vehicle engineering and assembly.
    We have approximately 83,000 employees in 229 manufacturing operations
and 62 product development and engineering centres in 23 countries.

    This presentation may contain statements that, to the extent that they
are not recitations of historical fact, constitute "forward-looking
statements" within the meaning of applicable securities legislation.
Forward-looking statements may include financial and other projections, as
well as statements regarding our future plans, objectives or economic
performance, or the assumptions underlying any of the foregoing. We use words
such as "may", "would", "could", "will", "likely", "expect", "anticipate",
"believe", "intend", "plan", "forecast", "project", "estimate" and similar
expressions to identify forward-looking statements. Any such forward-looking
statements are based on assumptions and analyses made by us in light of our
experience and our perception of historical trends, current conditions and
expected future developments, as well as other factors we believe are
appropriate in the circumstances. However, whether actual results and
developments will conform with our expectations and predictions is subject to
a number of risks, assumptions and uncertainties. These risks, assumptions and
uncertainties include, without limitation, those related to the strategic
alliance with Russian Machines, including: the risk that the benefits, growth
prospects and strategic objectives expected to be realized from the investment
by, and strategic alliance with, Russian Machines may not be fully realized,
realized at all or may take longer to realize than expected; we will be
governed by a board of directors on which the Stronach Trust and Russian
Machines each, indirectly, have the right to designate an equal number of
nominees, in addition to the current co-chief executive officers, with the
result that we may be considered to be effectively controlled, indirectly, by
the Stronach Trust and Russian Machines for so long as the governance
arrangements remain in place between them; our Russian strategy involves
making investments and carrying on business and operations in Russia, which
will expose us to the political, economic and regulatory risks and
uncertainties of that country; the possibility that Russian Machines may
exercise its right to withdraw its investment in Newco and Newco II and exit
from the governance arrangements in connection with the Arrangement at any
time after two years; the possibility that the Stronach Trust may exercise its
right to require Russian Machines to withdraw its investment in Newco and
Newco II and exit from such arrangements at any time after three years; the
possibility that Russian Machines' lender may require Russian Machines to
withdraw its investment in Newco and Newco II and exit from such arrangements
at any time if such lender is entitled to realize on its loan to Russian
Machines; the conditions precedent to completion of the Arrangement may not be
satisfied or, if satisfied, the timing of such satisfaction may be delayed;
and the occurrence of any event, change or other circumstances that could give
rise to the termination of the Transaction Agreement, the delay of the
completion of the Arrangement or failure to complete the Arrangement for any
other reason. In addition to the risks, assumptions and uncertainties related
to the proposed strategic alliance, there are additional risks and
uncertainties relating generally to Magna and its business and affairs,
including the impact of: declining production volumes and changes in consumer
demand for vehicles; a reduction in the production volumes of certain
vehicles, such as certain light trucks; the termination or non-renewal by our
customers of any material contracts; our ability to offset increases in the
cost of commodities, such as steel and resins, as well as energy prices;
fluctuations in relative currency values; our ability to offset price
concessions demanded by our customers; our dependence on outsourcing by our
customers; our ability to compete with suppliers with operations in low cost
countries; changes in our mix of earnings between jurisdictions with lower tax
rates and those with higher tax rates, as well as our ability to fully benefit
tax losses; other potential tax exposures; the financial distress of some of
our suppliers and customers; the inability of our customers to meet their
financial obligations to us; our ability to fully recover pre-production
expenses; warranty and recall costs; product liability claims in excess of our
insurance coverage; expenses related to the restructuring and rationalization
of some of our operations; impairment charges; our ability to successfully
identify, complete and integrate acquisitions; risks associated with new
program launches; legal claims against us; risks of conducting business in
foreign countries; unionization activities at our facilities; work stoppages
and labour relations disputes; changes in laws and governmental regulations;
costs associated with compliance with environmental laws and regulations;
potential conflicts of interest involving our controlling shareholder, the
Stronach Trust; and other factors set out in our Annual Information Form filed
with securities commissions in Canada and our annual report on Form 40-F filed
with the United States Securities and Exchange Commission, and subsequent
filings. In evaluating forward-looking statements, readers should specifically
consider the various factors which could cause actual events or results to
differ materially from those indicated by such forward-looking statements.
Unless otherwise required by applicable securities laws, we do not intend, nor
do we undertake any obligation, to update or revise any forward-looking
statements to reflect subsequent information, events, results or circumstances
or otherwise.

    In connection with the proposed substantial issuer bid referred to above
(which bid is called an issuer tender offer in the United States),
shareholders are strongly encouraged to carefully read all offer documents if
and when these become available because they would contain important
information about the offer. This Press Release is for informational purposes
only, and is not an offer to buy or the solicitation of an offer to sell any
shares of Magna's Class A Subordinate Voting Shares. Solicitation of offers to
purchase Magna's Class A Subordinate Voting Shares would only be made pursuant
to offer documents that Magna would distribute to its shareholders after
filing such offer documents with the applicable securities regulatory
    Any tender offer documents required to be filed in the United States,
including Schedule TO and related exhibits, along with all other documents
that Magna would be required to file with the Securities and Exchange
Commission, would be available without charge at the Securities and Exchange
Commission web site at and by calling J. Brian Colburn, Magna's
Executive Vice-President and Secretary, at 905-726-2462. In addition, such
documents would be delivered without charge to all holders of Class A
Subordinate Voting Shares.

For further information:

For further information: Louis Tonelli, Vice-President, Investor
Relations at (905) 726-7035

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