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Magna completes $1.1 billion plan of arrangement to eliminate dual-class share structure

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Magna International Inc. (Special Committee)

On August 31, 2010, Magna International Inc. (TSX: MG.A, NYSE: MGA) announced that it had completed its plan of arrangement to eliminate Magna's dual-class share structure and that Magna's common shares would commence trading under the symbol 'MG' on the Toronto Stock Exchange at the start of trading on September 1, 2010. Since its announcement in May, the transaction had attracted significant attention from investors, analysts and other commentators. The transaction was unique when compared to other Canadian transactions involving the collapse of a dual class share structure, with most attention being focused on the size of the proposed payment to eliminate the structure. Originally approved by shareholders in 1978, the dual-class structure structure had allowed Frank Stronach and his family to control the auto-parts giant for more than 30 years. Given a number of factors including the size of the proposed payment when compared to similar Canadian transactions, the Magna board was unable to make a recommendation to shareholders as to how they should vote, notwithstanding the potential significant benefits that could arise as a result of the transaction. Certain institutional investors challenged the deal both in the press and in the courts, claiming the deal was too generous and taking issue with the fact that the board did not make a recommendation. Following proceedings before the Ontario Securities Commission (OSC) at which commission staff and the objecting investors challenged the proposal on a number of grounds, Magna was permitted to continue with the proposal and produced a sizeable amount of supplemental disclosure in response to the OSC's order to, in effect, place before shareholders substantially the same information that was before the board in light of the fact that the board had made no recommendation. After the initial vote was delayed due to the issuance of the supplemental disclosure, minority shareholders approved the proposal by a three-to-one majority at a meeting held in late July. On August 17, Magna received an order from the Ontario Superior Court of Justice approving the arrangement as fair and reasonable. This was the first significant judicial consideration of the plan of arrangement process following the Supreme Court's ruling in BCE. The decision of the Superior Court was appealed by certain institutional shareholders who had challenged the arrangement; however, on August 30 the Ontario Divisional Court unanimously upheld the decision of the Superior Court. Fasken Martineau advised the Special Committee of Magna International Inc.'s Board of Directors with a team that included Bill Orr, Aaron Atkinson and Geoff Clarke (corporate /securities), and Samuel Rickett, Murray Braithwaite and David Hausman (litigation).



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