Magna International completes C$1.2 billion privatization of its public automotive subsidiaries

Torys acted as counsel to each of Tesma, Decoma and Intier with three teams led by Philip Mohtadi (for Tesma), Brian Davis (for Decoma) and Peter Jewett (for Intier) and that included Andy Beck, Chris Fowles, Dan Miller, Jeremy Fraiberg, Kevin Cohen, Sonia Campbell and Richard Johnson (M&A/corporate), John Unger, James Guadiana, Gregg Benson and Catrina Card (tax), Christina Medland, Peter Keenan and Mitch Frazer (employment/pensions) and Linda Plumpton and Andrew Gray (litigation).

On October 25, 2004, Magna International Inc. announced its proposals to acquire all the outstanding Class A subordinate voting shares of its three publicly traded subsidiaries, Tesma International Inc., Decoma International Inc. and Intier Automotive Inc., not already owned by Magna. The privatizations were, in each case, completed by way of statutory plan of arrangement.

The privatizations were completed on February 6, 2005 (for Tesma), March 6, 2005 (for Decoma) and April 3, 2005 (for Intier). Approximately 6.7 million Class A subordinate voting shares of Magna were issued in connection with the Tesma transaction and approximately C$127.7 million was paid to Tesma shareholders, who elected to receive cash, for a total transaction value of approximately C$760 million. Approximately 2.8 million Class A subordinate voting shares of Magna were issued in connection with the Decoma transaction and approximately C$37 million was paid to Decoma shareholders, who elected to receive cash, for a total transaction value of approximately C$289 million. Approximately 2.3 million Class A subordinate voting shares of Magna were issued in connection with the Intier transaction and approximately C$62 million was paid to Intier shareholders, who elected to receive cash, for a total transaction value of approximately C$140 million.