AURORA, Ontario, November 13, 2017 /PRNewswire/ --
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
35,800,000 Magna Common Shares (the "Bid"), representing
approximately 10% of its public float. As at November 3, 2017, Magna had 360,859,902 issued
and outstanding Common Shares, including a public float of
358,161,799 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,
2017 and will terminate no later than November 14, 2018. 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 226,838 based
on 25% of the average daily trading volume for the prior six months
(being 907,353 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.
Magna's current normal course issuer bid announced in
November 2016 for the purchase of up
to 38,000,000 Common Shares will expire on November 14, 2017. As at the close of
trading on November 3, 2017, Magna
has purchased 25,267,201 Common Shares at a weighted-average price
of US$47.33. Purchases were
made on the open market and through a specific share repurchase
program pursuant to an issuer bid exemption order issued by a
securities regulatory authority.
ABOUT MAGNA INTERNATIONAL[1] - We are
a leading global automotive supplier with 328 manufacturing
operations and 99 product development, engineering and sales
centres in 29 countries. We have over 163,000 employees focused on
delivering superior value to our customers through innovative
products and processes, and world class manufacturing. We have
complete vehicle engineering and contract manufacturing expertise,
as well as product capabilities which include body, chassis,
exterior, seating, powertrain, active driver assistance, vision,
closure and roof systems and have electronic and software
capabilities across many of these areas. Our common shares trade on
the Toronto Stock Exchange (MG) and the New York Stock Exchange
(MGA). For further information about Magna, visit our website
at http://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: the potential for a
deterioration of economic conditions or an extended period of
economic uncertainty; a decline in consumer confidence which would
typically result in lower production volume levels; planning risks
created by rapidly changing economic or political conditions; legal
claims and/or regulatory actions against us; fluctuations in
relative currency values; changes in laws and governmental
regulations; liquidity risks; the unpredictability of and
fluctuation in, the trading price of our Common Shares; 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.
INVESTOR CONTACT: Louis Tonelli,
Vice-President, Investor Relations, louis.tonelli@magna.com,
905.726.7035; MEDIA CONTACT: Tracy
Fuerst, Director of Corporate Communications & PR,
tracy.fuerst@magna.com, 248.631.5396