A group of Magna International shareholders say they plan to fight a court ruling that gave the go-ahead to a controversial billion-dollar buyout plan for founder Frank Stronach’s voting control of the company.
The Canada Pension Plan Investment Board, Ontario Teachers’ Pension Plan, OMERS and British Columbia Investment Management Corp. confirmed Wednesday that they will join the appeal.
The four fund managers are part of a larger group of minority shareholders that have been fighting the plan — which will see Stronach’s family trust receive more than $1 billion in cash and shares — since it was announced in early May.
“BCIMC remains of the view that the arrangement is unfair and unreasonable, and disproportionately favours the Stronach Trust at the expense of the class A shareholders,” said Gwen-Ann Chittenden, spokeswoman for British Columbia Investment Management Corp.
Magna (TSX:MG.A) said it plans to “vigorously defend” the transaction. The auto parts giant said it will seek to expedite the appeal, since both Magna and Stronach have the right to walk away from the deal if it isn’t finalized by the end of the month.
The tight deadline leaves less than two weeks for the court to rule on the shareholders’ appeal.
Sara O’Brien, an analyst with RBC Capital Markets, said an appeal won’t have much impact on Magna’s share price, which continues to find strength from the company’s stellar second-quarter results.
“We do not expect our one-year target price would change much, given (Magna’s) two consecutive strong quarters of earnings and recent outlook for still strong margins going forward,” O’Brien wrote in a research note.
RBC’s price target for Magna’s A shares is $89. On Wednesday afternoon, they added 25 cents to C$83.82 in afternoon trading on the Toronto Stock Exchange. The company’s stock price has gained more than 29 per cent since the deal was first announced in early May.
This gain has been boosted even further by a strong second quarter, when Magna earned US$293 million or $2.59 per share on sales of $6.1 billion. This compared to a loss of $205 million or $1.83 per share in the same quarter last year, when sales were $3.7 billion.
The company also hiked its dividend and raised its outlook for the year when it announced its results earlier this month.
An Ontario judge ruled Tuesday that the buyout plan is “fair and reasonable” to Magna’s shareholders, a majority of whom approved it in a vote held last month.
Members of a vocal minority of opposed shareholders —including Teachers’, the CPP Investment Board, the Ontario Municipal Employees Retirement System, Alberta Investment Management Corp. and British Columbia Investment Management Corp. — first challenged the plan at hearings held by the Ontario Securities Commission in June.
They restated their challenge again in court, arguing that the payoff is too rich and sets a bad precedent for other Canadian companies with dual-class share structures.
Despite their opposition, about three-quarters of shareholders who voted approved the deal, arguing it will boost Magna’s share price, which has historically traded at a lower multiple than its peers. Dual-class structures tend to scare away some investors because they don’t give common shareholders control over how the company is run.
None of the opposed shareholders holds more than two per cent of Magna’s total outstanding shares, and some hold only a nominal amount. Teachers’, for example, holds only one share of Magna so it can have a say in its governance.
The buyout plan will give Stronach US$300 million in cash, nine million class A shares and control over a joint venture that will develop components for electric vehicles, in exchange for which he will give up his special class of voting shares. He will also receive an estimated $120 million in consulting fees over several years that will be gradually phased out by 2014, bringing the total value of the deal to nearly $1.2 billion based on Wednesday’s stock price.
This is an unprecedented premium — about 1,800 per cent based on the value of the deal when it was first announced — and will dilute the company’s shares, the opposed shareholders say.
The Stronach Trust, consisting of Stronach and his family, indirectly owns all of the 726,829 outstanding class B shares in the company. Each of the super-voting shares has 300 votes, giving the family-controlled trust about 66 per cent of the voting rights at Magna with less than one per cent of the equity.