EXHIBITS
Exhibit 99 Press release issued February 13, 2024, in which the Registrant announced acceptance by The
Toronto Stock Exchange of its notice of intention to commence a normal course issuer bid.
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MAGNA INTERNATIONAL INC.
(Exact Name of Registrant as specified in its Charter)
337 Magna Drive, Aurora, Ontario, CANADA L4G 7K1
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F
Form 40-F
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
MAGNA INTERNATIONAL INC.
(Registrant
)
Date:
February 13, 2024
By:
/s/ "Bassem Shakeel"
Bassem A. Shakeel,
Vice-Presi
dent, Associate General Counsel and Corporate Secretary
EXHIBITS
Exhibit
99
Press release issued February 13, 2024, in which the Registrant announced
acceptance by The Toronto Stock Exchange of its notice of intention to
commence a normal course issuer bid.
-------------------------------------------------------------------------------
AURORA, Ontario, Feb. 13, 2024 (GLOBE NEWSWIRE) --
Magna International Inc. (TSX: MG, NYSE: MGA)
today announced that the Toronto Stock Exchange ("TSX") had accepted its
Notice of Intention to Make a Normal Course Issuer Bid (the "Notice").
Pursuant to the Notice, Magna may purchase up to 300,000 Magna Common Shares
(the "Bid"), representing approximately 0.11% of its public float. As at
February 1, 2024, Magna had 286,780,238 issued and outstanding Common Shares,
including a public float of 286,433,600 Common Shares.
The primary purposes of the Bid are purchases for cancellation, as well as
purchases to fund Magna's stock-based compensation awards or programs and/or
Magna's obligations to its deferred profit sharing plans. Magna may purchase
its Common Shares, from time to time, if it believes that the market price of
its Common Shares is attractive and that the purchase would be an appropriate
use of corporate funds and in the best interests of the Corporation.
The Bid will commence on February 15, 2024 and will terminate no later than
February 14, 2025. All purchases of Common Shares under the Bid may be made on
the TSX, at the market price at the time of purchase in accordance with the
rules and policies of the TSX or on the New York Stock Exchange ("NYSE") in
compliance with Rule 10b-18 under the U.S. Securities Exchange Act of 1934. In
addition to purchases made on the open market through the facilities of the
TSX and NYSE, Magna may also make purchases through alternative trading
systems in Canada and the United States, and by private agreement or under a
specific share repurchase program pursuant to an issuer bid exemption order
issued by a securities regulatory authority (a "Specific Share Repurchase
Program"). Purchases made by way of such private agreements or Specific Share
Repurchase Program will be at a discount to the prevailing market price. The
rules and policies of the TSX contain restrictions on the number of shares
that can be purchased under the Bid, based on the average daily trading
volumes of the Common Shares on the TSX. Similarly, the safe harbor conditions
of Rule 10b-18 impose certain limitations on the number of shares that can be
purchased on the NYSE per day. As a result of such restrictions, subject to
certain exceptions for block purchases, the maximum number of shares which can
be purchased per day during the Bid on the TSX is 202,962 based on 25% of the
average daily trading volume for the prior six months (being 811,850 Common
Shares on the TSX). Subject to certain exceptions for block purchases, the
maximum number of shares which can be purchased per day on the NYSE will be
25% of the average daily trading volume for the four calendar weeks preceding
the date of purchase. Subject to regulatory requirements, the actual number of
Common Shares purchased and the timing of such purchases, if any, will be
determined by Magna having regard to future price movements and other factors.
All purchases will be subject to Magna's normal trading blackouts. Any
purchases made during a blackout period will only be made pursuant to a
pre-defined automatic securities purchase plan that Magna may enter into with
its designated broker.
Magna's normal course issuer bid announced in November 2022 for the purchase
of up to 28,445,000 Common Shares expired on November 14, 2023. As at the
close of trading on November 14, 2023, Magna had purchased 245,904 Common
Shares at a weighted-average price of US$54.15. Purchases were made on open
market through the facilities of the TSX and NYSE as well as through
alternative trading systems in Canada and the United States.
INVESTOR CONTACT
Louis Tonelli, Vice-President, Investor Relations
louis.tonelli@magna.com 905.726.7035
MEDIA CONTACT
Tracy Fuerst, Vice-President, Corporate Communications & PR
tracy.fuerst@magna.com 248.761.7004
ABOUT MAGNA
(
1
)
Magna is more than one of the world's largest suppliers in the automotive
space. We are a mobility technology company built to innovate, with a global,
entrepreneurial-minded team of over 179,000
(2)
employees across 342 manufacturing operations and 104 product development,
engineering and sales centres spanning 28 countries. With 65+ years of
expertise, our ecosystem of interconnected products combined with our complete
vehicle expertise uniquely positions us to advance mobility in an expanded
transportation landscape.
For further information about Magna (NYSE:MGA; TSX:MG), please visit
www.magna.com or follow us on social.
FORWARD-LOOKING STATEMENTS
This press release may contain statements that, to the extent that they are
not recitations of historical fact, constitute "forward-looking statements"
within the meaning of applicable securities legislation, including, but not
limited to, future purchases of our Common Shares under the Normal Course
Issuer Bid, including pursuant to private agreements or a specific share
repurchase program under an issuer bid exemption order issued by the Ontario
Securities Commission. Forward-looking statements may include financial and
other projections, as well as statements regarding our future plans,
objectives or economic performance, or the assumptions underlying any of the
foregoing. We use words such as "may", "would", "could", "should" "will",
"likely", "expect", "anticipate", "believe", "intend", "plan", "forecast",
"outlook", "project", "estimate" and similar expressions suggesting future
outcomes or events to identify forward-looking statements. Any such
forward-looking statements are based on information currently available to us,
and are based on assumptions and analyses made by us in light of our
experience and our perception of historical trends, current conditions and
expected future developments, as well as other factors we believe are
appropriate in the circumstances. However, whether actual results and
developments will conform to our expectations and predictions is subject to a
number of risks, assumptions and uncertainties, many of which are beyond our
control, and the effects of which can be difficult to predict. These risks,
assumptions and uncertainties include, without limitation, the impact of:
macroeconomic and geopolitical events; economic cyclicality; relative foreign
exchange rates; financial flexibility risks; stock price fluctuations; legal
and regulatory proceedings against us; changes in laws and other factors set
out in our revised Annual Information Form filed with securities commissions
in Canada and our annual report on Form 40-F/A filed with the United States
Securities and Exchange Commission, and subsequent filings. In evaluating
forward-looking statements, we caution readers not to place undue reliance on
any forward-looking statements and readers should specifically consider the
various factors which could cause actual events or results to differ
materially from those indicated by such forward-looking statements.
(
1)
Manufacturing operations, product development, engineering and sales centres
include certain operations accounted for under the equity method.
(2)
Number of employees includes over 166,000 employees at our wholly owned or
controlled entities and over 13,000 employees at certain operations accounted
for under the equity method.
AURORA, Ontario, Feb. 13, 2024 (GLOBE NEWSWIRE) --
Magna International Inc. (TSX: MG, NYSE: MGA)
today announced that the Toronto Stock Exchange ("TSX") had accepted its
Notice of Intention to Make a Normal Course Issuer Bid (the "Notice").
Pursuant to the Notice, Magna may purchase up to 300,000 Magna Common Shares
(the "Bid"), representing approximately 0.11% of its public float. As at
February 1, 2024, Magna had 286,780,238 issued and outstanding Common Shares,
including a public float of 286,433,600 Common Shares.
The primary purposes of the Bid are purchases for cancellation, as well as
purchases to fund Magna's stock-based compensation awards or programs and/or
Magna's obligations to its deferred profit sharing plans. Magna may purchase
its Common Shares, from time to time, if it believes that the market price of
its Common Shares is attractive and that the purchase would be an appropriate
use of corporate funds and in the best interests of the Corporation.
The Bid will commence on February 15, 2024 and will terminate no later than
February 14, 2025. All purchases of Common Shares under the Bid may be made on
the TSX, at the market price at the time of purchase in accordance with the
rules and policies of the TSX or on the New York Stock Exchange ("NYSE") in
compliance with Rule 10b-18 under the U.S. Securities Exchange Act of 1934. In
addition to purchases made on the open market through the facilities of the
TSX and NYSE, Magna may also make purchases through alternative trading
systems in Canada and the United States, and by private agreement or under a
specific share repurchase program pursuant to an issuer bid exemption order
issued by a securities regulatory authority (a "Specific Share Repurchase
Program"). Purchases made by way of such private agreements or Specific Share
Repurchase Program will be at a discount to the prevailing market price. The
rules and policies of the TSX contain restrictions on the number of shares
that can be purchased under the Bid, based on the average daily trading
volumes of the Common Shares on the TSX. Similarly, the safe harbor conditions
of Rule 10b-18 impose certain limitations on the number of shares that can be
purchased on the NYSE per day. As a result of such restrictions, subject to
certain exceptions for block purchases, the maximum number of shares which can
be purchased per day during the Bid on the TSX is 202,962 based on 25% of the
average daily trading volume for the prior six months (being 811,850 Common
Shares on the TSX). Subject to certain exceptions for block purchases, the
maximum number of shares which can be purchased per day on the NYSE will be
25% of the average daily trading volume for the four calendar weeks preceding
the date of purchase. Subject to regulatory requirements, the actual number of
Common Shares purchased and the timing of such purchases, if any, will be
determined by Magna having regard to future price movements and other factors.
All purchases will be subject to Magna's normal trading blackouts. Any
purchases made during a blackout period will only be made pursuant to a
pre-defined automatic securities purchase plan that Magna may enter into with
its designated broker.
Magna's normal course issuer bid announced in November 2022 for the purchase
of up to 28,445,000 Common Shares expired on November 14, 2023. As at the
close of trading on November 14, 2023, Magna had purchased 245,904 Common
Shares at a weighted-average price of US$54.15. Purchases were made on open
market through the facilities of the TSX and NYSE as well as through
alternative trading systems in Canada and the United States.
INVESTOR CONTACT
Louis Tonelli, Vice-President, Investor Relations
louis.tonelli@magna.com 905.726.7035
MEDIA CONTACT
Tracy Fuerst, Vice-President, Corporate Communications & PR
tracy.fuerst@magna.com 248.761.7004
ABOUT MAGNA
(
1
)
Magna is more than one of the world's largest suppliers in the automotive
space. We are a mobility technology company built to innovate, with a global,
entrepreneurial-minded team of over 179,000
(2)
employees across 342 manufacturing operations and 104 product development,
engineering and sales centres spanning 28 countries. With 65+ years of
expertise, our ecosystem of interconnected products combined with our complete
vehicle expertise uniquely positions us to advance mobility in an expanded
transportation landscape.
For further information about Magna (NYSE:MGA; TSX:MG), please visit
www.magna.com or follow us on social.
FORWARD-LOOKING STATEMENTS
This press release may contain statements that, to the extent that they are
not recitations of historical fact, constitute "forward-looking statements"
within the meaning of applicable securities legislation, including, but not
limited to, future purchases of our Common Shares under the Normal Course
Issuer Bid, including pursuant to private agreements or a specific share
repurchase program under an issuer bid exemption order issued by the Ontario
Securities Commission. Forward-looking statements may include financial and
other projections, as well as statements regarding our future plans,
objectives or economic performance, or the assumptions underlying any of the
foregoing. We use words such as "may", "would", "could", "should" "will",
"likely", "expect", "anticipate", "believe", "intend", "plan", "forecast",
"outlook", "project", "estimate" and similar expressions suggesting future
outcomes or events to identify forward-looking statements. Any such
forward-looking statements are based on information currently available to us,
and are based on assumptions and analyses made by us in light of our
experience and our perception of historical trends, current conditions and
expected future developments, as well as other factors we believe are
appropriate in the circumstances. However, whether actual results and
developments will conform to our expectations and predictions is subject to a
number of risks, assumptions and uncertainties, many of which are beyond our
control, and the effects of which can be difficult to predict. These risks,
assumptions and uncertainties include, without limitation, the impact of:
macroeconomic and geopolitical events; economic cyclicality; relative foreign
exchange rates; financial flexibility risks; stock price fluctuations; legal
and regulatory proceedings against us; changes in laws and other factors set
out in our revised Annual Information Form filed with securities commissions
in Canada and our annual report on Form 40-F/A filed with the United States
Securities and Exchange Commission, and subsequent filings. In evaluating
forward-looking statements, we caution readers not to place undue reliance on
any forward-looking statements and readers should specifically consider the
various factors which could cause actual events or results to differ
materially from those indicated by such forward-looking statements.
(
1)
Manufacturing operations, product development, engineering and sales centres
include certain operations accounted for under the equity method.
(2)
Number of employees includes over 166,000 employees at our wholly owned or
controlled entities and over 13,000 employees at certain operations accounted
for under the equity method.
{graphic omitted}