TSX Accepts Notice of Intention to Make Normal Course Issuer Bid
November 10 2021 - 05:30AM
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
29,948,000 Magna Common Shares (the "Bid"), representing
approximately 10% of its public float. As at November 1, 2021,
Magna had 300,752,976 issued and outstanding Common Shares,
including a public float of 299,481,694 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, 2021 and will terminate no
later than November 14, 2022. 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. In addition to
purchases made through the facilities of the TSX and NYSE, Magna
may also make purchases through alternative trading systems in
Canada and 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 (a
“Specific Share Repurchase Program”). Purchases made by way of such
private agreements or Specific Share Repurchase Program 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 173,391 based on 25% of the
average daily trading volume for the prior six months (being
693,564 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
2020 for the purchase of up to 29,623,300 Common Shares will expire
on November 14, 2021. As at the close of trading on November 1,
2021, Magna has purchased 2,903,523 Common Shares at a
weighted-average price of US$91.52. Purchases were made through the
facilities of the TSX and NYSE as well as through alternative
trading systems in Canada and the United States.
INVESTOR CONTACTLouis Tonelli, Vice-President, Investor
Relations louis.tonelli@magna.com │ 905.726.7035
MEDIA CONTACT Tracy Fuerst, Vice-President, Corporate
Communications & PRtracy.fuerst@magna.com │
248.761.7004
ABOUT MAGNA(1)Magna is more than one of the world’s largest
suppliers in the automotive space. We are a mobility technology
company with a global, entrepreneurial-minded team of 154,000
employees and an organizational structure designed to innovate like
a startup. With 60+ years of expertise, and a systems approach to
design, engineering and manufacturing that touches nearly every
aspect of the vehicle, we are positioned to support advancing
mobility in a transforming industry. Our global network includes
347 manufacturing operations and 90 product development,
engineering and sales centers spanning 28 countries.
For further information about Magna (NYSE:MGA; TSX:MG), please
visit www.magna.com or follow us on Twitter @MagnaInt.
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 COVID-19 (Coronavirus)
pandemic; the semiconductor chip shortage; global energy shortages;
supply chain disruptions; elevated inflation; 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.
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