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 29,623,300 Magna Common Shares (the “Bid”), representing approximately 10% of its public float. As at November 2, 2020, Magna had 299,263,809 issued and outstanding Common Shares, including a public float of 296,233,190 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 November 15, 2020 and will terminate no later than November 14, 2021. 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. Purchases may also be made through the facilities of the TSX and NYSE as well as 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 234,405 based on 25% of the average daily trading volume for the prior six months (being 937,621 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 current normal course issuer bid announced in November 2019 for the purchase of up to 30,283,500 Common Shares will expire on November 14, 2020. As at the close of trading on November 2, 2020, Magna has purchased 7,444,988 Common Shares at a weighted-average price of US$44.74. Purchases were made through the facilities of the TSX and NYSE as well as through alternative trading systems in Canada and the United States.