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Magna completes US$1.54 billion transaction involving Russian Machines

Fasken
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Magna International Inc. (Special Committee)

On September 20, 2007, Magna International Inc. (TSX: MG.A; NYSE: MGA) announced that the plan of arrangement and agreements relating to the strategic investment in Magna by Open Joint Stock Company Russian Machines became effective. Under the terms of the arrangement: (i) M Unicar Inc. ("Newco"), through an indirectly-owned Canadian holding company funded by a subsidiary of Russian Machines, acquired 20 million Magna Class A Subordinate Voting Shares for approximately US$1.54 billion; and (ii) Magna purchased for cancellation all of its outstanding Class B Shares (other than those indirectly controlled by the Stronach Trust) for Cdn.$114.00 in cash per Class B Share (for an aggregate purchase price of approximately Cdn.$24.8 million) and the number of votes attached to the remaining Class B Shares was reduced from 500 to 300 votes per share. Newco is owned indirectly by the Stronach Trust, Russian Machines and certain members of Magna's executive management team. Newco and its subsidiaries now hold 100% of Magna's outstanding Class B Shares and 15.9% of Magna's outstanding Class A Subordinate Voting Shares, which collectively represent approximately 68.6% of the total voting power of all the outstanding shares of Magna. The transaction allows Newco and its shareholders to effect a strategic investment in Magna and participate in the future growth and success of Magna on a global basis. The arrangement is expected to enable Magna to accelerate its strategic efforts to capitalize on the significant growth opportunities in the growing Russian automotive market, as well as in other emerging markets. Magna is a large, diversified, automotive supplier whose headquarters are located in Canada. Magna has approximately 83,000 employees in 229 manufacturing operations and 62 product development and engineering centres in 23 countries. Russian Machines is a company existing under the laws of Russia and is a wholly-owned subsidiary of Basic Element. Basic Element is one of the largest, privately held industrial conglomerates operating in Russia, having consolidated annual revenues of approximately US$18 billion and employing approximately 240,000 people. Bill Orr, Aaron Atkinson, Geoff Clarke (securities and M&A) and Mitchell Thaw (tax) of Fasken Martineau were retained by the Special Committee of the Board of Directors of Magna to provide advice regarding the evaluation of the proposal that was received from Russian Machines on April 23, 2007 and the subsequent transactions. Following a thorough review of the proposal, the transactions contemplated thereby and the recommendations of the Special Committee, Magna's Board of Directors unanimously approved the arrangement and the related transactions and then unanimously recommended that Magna's shareholders vote in favour of the arrangement. Magna's shareholders voted to approve the arrangement on August 28, 2007. This transaction was listed by Lexpert magazine as one of Canada's Top 10 Corporate Deals of 2007.

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