Decoma receives privatization proposal from Magna
25 Outubro 2004 - 11:41AM
PR Newswire (US)
Decoma receives privatization proposal from Magna CONCORD, ON, Oct.
25 /PRNewswire-FirstCall/ -- Decoma International Inc. ("Decoma")
(TSX: DEC.A; NASDAQ: DECA) announced today that its board of
directors has received a proposal from Magna International Inc.
("Magna") to acquire all the outstanding Class A Subordinate Voting
Shares of Decoma not owned by Magna, with the result that Decoma
would become a wholly-owned subsidiary of 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
Decoma would receive 0.1453 of a Class A Subordinate Voting Share
of Magna for each Class A Subordinate Voting Share of Decoma 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 Decoma
shareholders in the proposed transaction would be capped at Cdn$150
million, representing approximately half of the total consideration
contemplated by the proposal based on VWAP of Magna's Class A
Subordinate Voting Shares over the 20 trading days ending October
22, 2004, being the last trading day prior to the making of the
proposal. If shareholders elect to receive cash in excess of
Cdn$150 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. Based on the VWAP of Magna's Class A
Subordinate Voting Shares over the past 20 trading days, the
consideration offered represents a premium of approximately 26.3%
over the VWAP of Decoma's Class A Subordinate Voting Shares over
the same period. Decoma has been advised by Magna that Magna has
proposed similar transactions to each of Intier Automotive Inc. and
Tesma International Inc. which, if implemented, would result in
those companies being wholly-owned subsidiaries of Magna. 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 related party transactions of this nature.
In addition to court approval, the transaction would require the
approval of the shareholders of Decoma, including by way of a
majority of the votes cast by holders other than Magna and its
affiliates and other insiders. Decoma has not been involved in the
planning or consideration of this proposal. Decoma's board of
directors will review Magna's proposal and will respond in due
course having regard to all applicable legal and regulatory
requirements. Decoma designs, engineers and manufactures automotive
exterior components and systems which include fascias (bumpers),
front and rear end modules, liftgates and running boards, plastic
body panels, roof modules, exterior trim components, sealing and
greenhouse systems and lighting components for cars and light
trucks (including sport utility vehicles and mini-vans). Decoma has
approximately 16,000 employees in 51 manufacturing, engineering and
product development facilities in Canada, the United States,
Mexico, Germany, Belgium, England, France, Austria, Poland, the
Czech Republic and Japan. This press release may contain "forward
looking statements" within the meaning of applicable securities
legislation. Readers are cautioned that such statements are only
predictions and involve important risks and uncertainties that may
cause actual results or anticipated events to be materially
different from those expressed or implied herein. In this regard,
readers are referred to the Company's Annual Information Form for
the year ended December 31, 2003, filed with the Canadian
securities commissions and as an annual report on Form 40-F with
the United States Securities and Exchange Commission, and the
discussion of risks and uncertainties set out in the "Forward
Looking Statements" section of the Management's Discussion and
Analysis of Results of Operations and Financial Position set out
therein, and subsequent 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. For further information about
Decoma, please visit the Company's website at
http://www.decoma.com/. DATASOURCE: Decoma International Inc.
CONTACT: For further information about this press release, please
contact S. Randall Smallbone, Executive Vice-President, Finance and
Chief Financial Officer of Decoma at (905) 669-2888
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