Intier (NASDAQ:IAIA)
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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