Magna recommends rejection of ‘mini-tender’ offer

Magna International has received notice of an unsolicited mini-tender offer made by TRC Capital Investment Corporation to purchase up to 2,000,000 Magna Common Shares, or less than 1% of Magna’s outstanding Common Shares, at a price of CDN $57.90 per share. Magna cautions shareholders that the mini-tender offer has been made at a price below recent market prices, representing a discount of 4.49% to the closing price of Magna’s Common Shares on the Toronto Stock Exchange on July 29, 2024, the last trading day before the mini-tender offer commenced. Although the offering price represents a premium of 7.58% to yesterday’s closing price of Magna Common Shares on the TSX of CDN $53.82, the offer is highly conditional. TRC Capital’s offer states that it may withdraw its offer if, among other things, the market price of Magna Common Shares falls below CDN $57.58, for reference, the closing price on the TSX for Magna Common Shares on August 8, 2024, was CDN $53.82, which is already below this threshold; additionally, TRC Capital’s offer is not fully funded and is conditioned upon receipt of necessary financing on terms it deems reasonable in its sole discretion. Magna does not endorse TRC Capital’s unsolicited mini-tender offer, is not affiliated or associated in any way with TRC Capital, and unequivocally recommends shareholders reject the TRC Capital offer.