Magna Recommends Rejection of "Mini-Tender" Offer

Core Viewpoint - Magna International Inc. has received an unsolicited mini-tender offer from TRC Capital Investment Corporation to purchase up to 2,000,000 common shares at CDN $57.90 per share, which is below recent market prices and highly conditional [1][2]. Group 1: Mini-Tender Offer Details - TRC Capital's offer represents a discount of 4.49$60.70 on July 29, 2024, and a premium of 7.58% to the closing price of CDN $53.82 on August 8, 2024 [1]. - The offer is conditional upon TRC Capital receiving necessary financing and may be withdrawn if the market price falls below CDN$57.58 [1]. - Magna advises shareholders to reject the offer and highlights that it is not affiliated with TRC Capital [2]. Group 2: Regulatory Context - Mini-tender offers typically seek to acquire less than 5% of a company's outstanding shares, allowing them to avoid many disclosure and procedural requirements [3]. - Both the Canadian Securities Administrators (CSA) and the U.S. Securities and Exchange Commission (SEC) recommend caution regarding mini-tender offers due to potential misunderstandings about the offer price relative to current market prices [3]. Group 3: Shareholder Recommendations - Magna urges shareholders to consult current market quotations and seek advice from brokers or financial advisors regarding TRC Capital's offer [5]. - Shareholders who have already tendered their shares are advised to withdraw them before August 30, 2024 [5]. Group 4: Company Overview - Magna is a leading global supplier in the automotive industry, employing over 179,000 people across 343 manufacturing operations and 105 product development, engineering, and sales centers in 28 countries [6][7]. - With over 65 years of experience, Magna is positioned to advance mobility in an evolving transportation landscape [6].