July 21, 2010
TORONTO, ON (July 21, 2010): The CPP Investment Board (CPPIB) today reiterated its intent to vote against the proposed transaction agreement between Magna International Inc. (Magna) and the Stronach Trust at the July 23rd Magna Shareholder meeting. CPPIB also stated that it intends to oppose the proposed transaction at the subsequent Ontario Superior Court of Justice fairness hearing, if that hearing takes place.
“The CPP Investment Board’s staunch opposition to the proposal has not changed and we are continuing to consider all measures available to us to oppose this transaction,” said David Denison, President and CEO, CPPIB. “While we were pleased that the Ontario Securities Commission’s (OSC) decision called for further disclosure, the Magna Supplemental Circular confirms our significant concerns regarding both the substance of the proposed transaction and the governance process that led to it and we will oppose the transaction at the fairness hearing, should it occur.”
“In our view, the Magna directors failed to exercise their clear fiduciary obligation to proceed with this transaction only if they believe it is in the long term best interests of the corporation. This is a critical and legally required governance role for the board to play. Instead, the directors made no such decision and declined to make any recommendation before asking shareholders, who are not accountable to the corporation or its other stakeholders and in many cases may act in their own individual short term self interest, to vote.”
“At the fairness hearing, should it occur, the court will be asked to approve the proposed transaction as fair and reasonable, in circumstances where the special committee of the board and its financial advisors, with the benefit of full information, failed to make that determination and where the premium being paid to the Stronach Trust and the resulting dilution to the public exceed by many times what has occurred in any precedent transaction. This was a flawed process and it has led to a flawed result. ”
On July 8, 2010, Magna filed a Supplemental Circular in response to the June 24, 2010 OSC decision calling for more disclosure in relation to the proposed transaction. The Magna Shareholder meeting is currently scheduled for July 23, 2010 and, depending on voting results, the next step in the process would be for the Ontario Superior Court of Justice to hold a fairness hearing on the plan of arrangement during the second week of August 2010.
The CPPIB will outline its arguments against the proposed arrangement in more detail at such Ontario Superior Court of Justice fairness hearing, should it occur.
About 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 $127.6 billion. For more information about the CPP Investment Board, please visit www.cppib.ca.
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