June 3, 2010
Premium on Reorganization of Share Capital Structure Unreasonable
Toronto, ON (June 3, 2010) – The CPP Investment Board (CPPIB) announced today that it will vote against the proposed transaction agreement between Magna International Inc. (Magna) and the Stronach Trust entered into on May 6, 2010.
The proposed transaction, if approved, would result in the elimination of Magna’s dual class share capital structure. However, the consideration received by the Stronach Trust would have an aggregate value of approximately US$863 million, which would unfairly dilute the value of the subordinate voting shares.
“CPPIB is opposed to dual class share structures involving different voting rights and therefore would generally support transactions involving conversion of such share structures into a single class with equal voting shares. However, we believe that the premium being paid in this transaction is totally unreasonable,” said David Denison, President & CEO, CPP Investment Board. “This proposal is, in our view, unfair and unreasonable to the holders of subordinate voting shares.”
“CPPIB is particularly concerned that the Special Committee of Magna’s Board of Directors did not make any recommendation with respect to the proposal, including as to the fairness of the arrangement to Magna, its shareholders or other stakeholders, and that CIBC, which was retained by the Special Committee, did not provide a fairness opinion. We urge the Board to develop a proposal to eliminate their dual class share structure in an equitable way.”
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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