TSX Accepts Notice of Intention to Make Normal Course Issuer Bid
12 Noviembre 2018 - 4:05PM
TSX Accepts Notice of Intention to Make Normal Course Issuer
Bid
Magna International Inc. (TSX: MG, NYSE: MGA)
today announced that the Toronto Stock Exchange ("TSX") had
accepted its Notice of Intention to Make a Normal Course Issuer Bid
(the "Notice"). Pursuant to the Notice, Magna may purchase up to
33,200,000 Magna Common Shares (the "Bid"), representing
approximately 10% of its public float. As at November 2, 2018,
Magna had 334,257,524 issued and outstanding Common Shares,
including a public float of 332,209,834 Common Shares.
The primary purposes of the Bid are purchases for cancellation,
as well as purchases to fund Magna’s stock-based compensation
awards or programs and/or Magna’s obligations to its deferred
profit sharing plans. Magna may purchase its Common Shares, from
time to time, if it believes that the market price of its Common
Shares is attractive and that the purchase would be an appropriate
use of corporate funds and in the best interests of the
Corporation.
The Bid will commence on November 15, 2018 and will terminate no
later than November 14, 2019. All purchases of Common Shares under
the Bid may be made on the TSX, at the market price at the time of
purchase in accordance with the rules and policies of the TSX or on
the New York Stock Exchange ("NYSE") in compliance with Rule 10b-18
under the U.S. Securities Exchange Act of 1934. Purchases may also
be made through alternative trading systems in Canada and/or the
United States, and by private agreement or under a specific share
repurchase program pursuant to an issuer bid exemption order issued
by a securities regulatory authority. Purchases made by way
of such private agreements or specific share repurchase program
under an issuer bid exemption order will be at a discount to the
prevailing market price. The rules and policies of the TSX
contain restrictions on the number of shares that can be purchased
under the Bid, based on the average daily trading volumes of the
Common Shares on the TSX. Similarly, the safe harbor conditions of
Rule 10b-18 impose certain limitations on the number of shares that
can be purchased on the NYSE per day. As a result of such
restrictions, subject to certain exceptions for block purchases,
the maximum number of shares which can be purchased per day during
the Bid on the TSX is 256,449 based on 25% of the average daily
trading volume for the prior six months (being 1,025,798 Common
Shares on the TSX). Subject to certain exceptions for block
purchases, the maximum number of shares which can be purchased per
day on the NYSE will be 25% of the average daily trading volume for
the four calendar weeks preceding the date of purchase. Subject to
regulatory requirements, the actual number of Common Shares
purchased and the timing of such purchases, if any, will be
determined by Magna having regard to future price movements and
other factors. All purchases will be subject to Magna’s normal
trading blackouts. Any purchases made during a blackout
period will only be made pursuant to a pre-defined automatic
securities purchase plan that Magna may enter into with its
designated broker.
Magna’s current normal course issuer bid announced in November
2017 for the purchase of up to 35,800,000 Common Shares will expire
on November 14, 2018. As at the close of trading on November
2, 2018, Magna has purchased 28,791,909 Common Shares at a
weighted-average price of US$57.80. Purchases were made in
open market transactions on the TSX and NYSE, as well as through
specific share repurchase programs pursuant to issuer bid exemption
orders issued by a securities regulatory authority.
INVESTOR CONTACTLouis Tonelli, Vice-President, Investor
Relations louis.tonelli@magna.com │ 905.726.7035
MEDIA CONTACT Tracy Fuerst, Director of Corporate Communications
& PRtracy.fuerst@magna.com │ 248.631.5396
ABOUT MAGNA INTERNATIONAL(1) - We have more than 173,000
entrepreneurial-minded employees dedicated to delivering mobility
solutions. We are a mobility technology company and one of the
world’s largest automotive suppliers with 340 manufacturing
operations and 89 product development, engineering and sales
centres in 27 countries. Our competitive capabilities include body
exteriors and structures, power and vision technologies, seating
systems and complete vehicle solutions. Our common shares trade on
the Toronto Stock Exchange (MG) and the New York Stock Exchange
(MGA). For further information about Magna, visit
www.magna.com.
FORWARD-LOOKING STATEMENTS
This press release may contain statements that, to the extent
that they are not recitations of historical fact, constitute
"forward-looking statements" within the meaning of applicable
securities legislation, including, but not limited to, future
purchases of our Common Shares under the Normal Course Issuer Bid,
including pursuant to private agreements or a specific share
repurchase program under an issuer bid exemption order issued by
the Ontario Securities Commission. Forward-looking statements may
include financial and other projections, as well as statements
regarding our future plans, objectives or economic performance, or
the assumptions underlying any of the foregoing. We use words such
as "may", "would", "could", "should" "will", "likely", "expect",
"anticipate", "believe", "intend", "plan", "forecast", "outlook",
"project", "estimate" and similar expressions suggesting future
outcomes or events to identify forward-looking statements. Any such
forward-looking statements are based on information currently
available to us, and are based on assumptions and analyses made by
us in light of our experience and our perception of historical
trends, current conditions and expected future developments, as
well as other factors we believe are appropriate in the
circumstances. However, whether actual results and developments
will conform to our expectations and predictions is subject to a
number of risks, assumptions and uncertainties, many of which are
beyond our control, and the effects of which can be difficult to
predict. These risks, assumptions and uncertainties include,
without limitation, the impact of: economic cyclicality; relative
foreign exchange rates; financial flexibility risks; stock price
fluctuations; legal and regulatory proceedings against us; changes
in laws and other factors set out in our Annual Information Form
filed with securities commissions in Canada and our annual report
on Form 40-F filed with the United States Securities and Exchange
Commission, and subsequent filings. In evaluating forward-looking
statements, we caution readers not to place undue reliance on any
forward-looking statements and readers should specifically consider
the various factors which could cause actual events or results to
differ materially from those indicated by such forward-looking
statements.
(1) Manufacturing operations, product development, engineering
and sales centres and employee figures include certain
equity-accounted operations.