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![]() News of June 26, 2002
Magna announces acquisition of Donnelly Aurora, Ontario - Magna International Inc. and Donnelly Corporation announced that they have entered into a definitive merger agreement pursuant to which Donnelly will become a wholly-owned subsidiary of Magna. The transaction is structured as a merger of a wholly-owned subsidiary of Magna into Donnelly in which Donnelly Class A and Class B shareholders will receive Magna Class A Subordinate Voting shares with a value of U.S. $28 per Donnelly share, provided Magna shares are trading within the range described below. The purchase price represents total consideration of approximately U.S.$320 million plus the assumption of approximately U.S.$95 million of interest-bearing debt. Donnelly, based in Holland, Michigan, is the second largest global supplier of exterior and interior mirrors to the automotive industry, with 2001 sales of approximately U.S.$850 million, and has been a leader in the technological evolution of mirrors through the addition of electronic features. Following closing of the transaction, Magna intends to combine its mirrors business with Donnelly, thereby creating the leading global mirrors supplier. The combined entity, which will operate under the business name of Magna Donnelly, will have annualised sales of over U.S.$1.2 billion, and will be led by Dwane Baumgardner, Donnelly's Chairman and CEO. Closing of the transaction, expected to be late September, is subject to receipt of antitrust and other regulatory approvals as well as approval of two- thirds of the votes cast at a shareholders meeting to be called by Donnelly to approve the transaction. Magna has entered into an agreement with certain Class A and Class B shareholders of Donnelly representing approximately 72% of the total votes eligible to be cast at the shareholders meeting, pursuant to which those shareholders have agreed to vote their shares in favour of the transaction. Salomon Smith Barney acted as financial advisor to Donnelly. Donnelly shareholders will receive, for each share of Donnelly stock, a fraction of a share of Magna Class A Subordinate Voting stock valued at U.S. $28, so long as the average trading price on the New York Stock Exchange of Magna Class A Subordinate Voting shares for the twenty trading days ending on the second day before closing is between U.S.$61 and U.S.$80 per share. Donnelly is a technology-driven, customer-focused automotive supplier that has been based in Holland, Michigan, since 1905. Through its various product lines, Donnelly serves every major automotive manufacturer in the world. The company has more than 6,000 employees in 14 countries worldwide. Donnelly has been named by the Society of Automotive Engineers as a model company in lean manufacturing practices and has been recognised by Automotive Industries magazine as one of the "Best of the Best" suppliers of lighting systems, electronic systems and interior systems. In addition, Donnelly is nationally recognised as a leader in the application of participative management principles and systems. (June 25, 2002) [Homepage] [
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