June 25, 2010
Consulting Agreements Impair Magna Value and Shareholder Fairness
Toronto, ON (June 25, 2010) – The CPP Investment Board (CPPIB) responded to the Ontario Securities Commission’s (OSC) June 24th decision on the proposed transaction agreement between Magna International Inc. (Magna) and the Stronach Trust by calling on the Magna Board of Directors to withdraw the proposed transaction and eliminate the consulting arrangements with Frank Stronach and associated entities. “While we had hoped that the Ontario Securities Commission would prohibit the transaction altogether, we are pleased that the OSC has called for further disclosure and a meaningful discussion of the implications of that additional information,” said David Denison, President & CEO, CPP Investment Board. “The OSC’s call for further disclosure, and its expression of concern with regard to the process followed by the Board of Directors, Special Committee and management in reviewing and deciding to submit the proposed transaction to shareholders, are clear indications that the original proposal fell well short of the requirements of shareholder fairness. That said, we continue to believe that no amount of additional disclosure can justify the proposed transaction; we will vote against it and consider all measures available to us to ensure that shareholder interests are appropriately taken into consideration.” “While there has been disagreement about a number of issues raised regarding the proposed Magna transaction, there has been unanimity amongst the Magna management, Magna Board, Stronach Trust, and shareholders that the current governance arrangement has had a significant negative impact on the enterprise value of Magna.
A material component of this flawed governance structure is the consulting arrangements with Frank Stronach and associated entities, and that component, unlike others, can be dealt with by the Board of Directors in accordance with its fiduciary duties to Magna. We urge the Directors to terminate those contractual arrangements when their current term expires at the end of 2010. “
About The CPP Investment Board The CPP Investment Board is a professional investment management organization that invests the funds not needed by the Canada Pension Plan to pay current benefits on behalf of 17 million Canadian contributors and beneficiaries. In order to build a diversified portfolio of CPP assets, the CPP Investment Board invests in public equities, private equities, real estate, inflation-linked bonds, infrastructure and fixed income instruments. Headquartered in Toronto, with offices in London and Hong Kong, the CPP Investment Board is governed and managed independently of the Canada Pension Plan and at arm’s length from governments. At March 31, 2010, the CPP Fund totaled C$127.6 billion. For more information about the CPP Investment Board, please visit www.cppib.ca.
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