TSX accepts letter of intent to repurchase shares under an NCIB
AURORA, Ontario, Nov. 25, 2021 (GLOBE NEWSWIRE) — Magna International Inc. (TSX: MG, NYSE: MGA) announced today that the Toronto Stock Exchange (“TSX”) has accepted the Company’s letter of intent (the “Declaration”) to repurchase its shares in a Normal-Course Issuer Bid (NCIB). According to the statement, Magna may acquire up to 29,948,000 shares of Magna common stock (the “Offering”), representing approximately 10% of the company’s free float. As of November 1, 2021, Magna had 300,752,976 common shares issued and outstanding, including a free float of 299,481,694 common shares.
The primary objectives of the Offer are purchases for cancellation and purchases to fund Magna’s stock-based compensation awards or programs and / or Magna’s obligations under the Company’s deferred profit-sharing plans. Magna may from time to time purchase its own common stock if the company believes that the market price of its common stock is attractive and that the purchase would be a reasonable use of company funds and in the best interests of the company.
The offer will begin on November 15, 2021 and will expire on November 14, 2022 at the latest. All purchases of common stock under the Offering may be made on the TSX at the market price at the time of purchase under the rules and regulations of the TSX or on the New York Stock Exchange (“NYSE”) pursuant to Section 10b-18 of the US Securities Act Exchange Act) of 1934. In addition to purchases made through the facilities of the TSX and NYSE, Magna may also make purchases through alternate trading facilities in Canada and the United States, by private agreement or under a special share buyback program based on an issuer offer exemption from a securities regulator (a “special share buyback program “). Purchases made under such private agreements or the special share buyback program are made at a discount to the prevailing market price. The rules and guidelines of the TSX contain restrictions on the number of shares that can be purchased in the offering based on the average daily trading volume of common shares on the TSX. The Safe Harbor conditions of Regulation 10b-18 also provide for certain limits on the number of shares that can be purchased on the NYSE per day. Due to these restrictions and subject to certain exemptions for block purchases, the maximum number of shares that can be acquired per day on the TSX under the Offering is 173,391 based on 25% of the average daily trading volume for the previous six months (that is, 693,564 common shares the TSX). Subject to certain block buying exceptions, the maximum number of shares that can be bought per day on the NYSE is 25% of the average daily trading volume for the last four calendar weeks prior to the purchase date. Subject to regulatory requirements, the actual number of common shares repurchased and the timing of such purchases, if any, will be determined by Magna, taking into account future price movements and other factors. Magna’s normal trading bans apply to all purchases. Purchases made during a suspension are only made under a pre-defined automatic securities purchase plan that Magna can conclude with the broker it has designated.
Magna’s current NCIB, which was announced in November 2020 for the purchase of up to 29,623,300 common shares, expires on November 14, 2021. As of the close of trading on November 1, 2021, Magna had purchased 2,903,523 common shares at a weighted average price of $ 91.52. The purchases were made through the facilities of the TSX and NYSE and through alternative trading systems in Canada and the United States.
Louis Tonelli, Vice-President, Investor Relations
[email protected] ¦ 905.726.7035
Tracy Fuerst, Vice-President, Corporate Communications & PR
[email protected] ¦ 248.761.7004
Magna is more than just one of the world’s largest automotive suppliers. We are a mobility technology company with a global, entrepreneurial team of 154,000 employees and an organizational structure geared towards innovation, like a startup. With more than 60 years of experience and a systems approach to design, construction and manufacturing that affects almost every aspect of the vehicle, we are able to drive mobility forward in a changing industry. Our global network includes 347 manufacturing facilities and 90 product development, engineering and sales centers in 28 countries.
For more information about Magna (NYSE: MGA; TSX: MG), visit www.magna.com or follow us on Twitter @MagnaInt.
FORWARD LOOKING STATEMENTS
This press release may contain statements that, unless they are representations of historical facts, constitute “forward-looking statements” within the meaning of applicable securities law, including but not limited to future purchases of our common stock in the Normal-Course Issuer Bid (NCIB), including by private agreements or under a special share buyback program under an issuer offer waiver granted by the Ontario Securities Commission. Forward-looking statements can include financial and other forecasts as well as statements about our future plans, goals or economic results or the assumptions on which these are based. We use words such as “may”, “would”, “could”, “should”, “will”, “likely”, “expect”, “foresee”, “believe”, “intend”, “plan”, ” “forecast,” “forecast,” “estimate,” “estimate” and similar expressions indicating future results or events to identify forward-looking statements. Such forward-looking statements are based on information currently available to us and are based on assumptions and analyzes that we have made based on our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors that we believe under the given circumstances hold appropriately, have employed. However, whether actual results and developments will match our expectations and predictions depends on a number of risks, assumptions and uncertainties, many of which are beyond our control and the effects of which are difficult to predict. These risks, assumptions and uncertainties include the effects of the COVID-19 pandemic (coronavirus), semiconductor chip shortages, global energy shortages, interruptions in the supply chain, high inflation, economic cycles, relative exchange rates, the risks of a financial flexibility, stock price fluctuations, legal and regulatory proceedings against us, changes in law and other factors set out in our Annual Information Form filed with Canadian securities regulators and our annual report filed with the Securities and Exchange Commission Form 40-F and in the following documents are listed. In evaluating forward-looking statements, we caution readers not to place undue reliance on forward-looking statements. In particular, readers should consider various factors that could cause actual events or results to differ materially from those anticipated in such forward-looking statements.
(1) The figures for production facilities, product development, engineering and sales centers as well as employees include certain investments recorded using the capital allocation method.