MI Developments rejects mischaracterizations in Greenlight press release
April 02 2008 - 5:43PM
PR Newswire (US)
AURORA, ON, April 2 /PRNewswire-FirstCall/ -- MI Developments Inc.
(TSX: MIM.A, MIM.B; NYSE: MIM) responded today to the press release
issued by Greenlight Capital (Greenlight) with respect to the
reorganization proposal received on March 31, 2008 on behalf of
various MID shareholders, including entities affiliated with Frank
Stronach, MID's controlling shareholder, and institutional
shareholders. MID shareholders owning an aggregate of more than 50%
of the outstanding Class A Subordinate Voting Shares and 95% of the
outstanding Class B Shares have signed support agreements in favour
of the reorganization proposal. MID rejects the
mischaracterizations contained in the Greenlight press release
concerning the manner in which MID has conducted its affairs. Since
the time of MID's spin-off in August 2003, Greenlight has attempted
to impose its views as to how MID is structured, managed and
operated. Greenlight filed an oppression application against MID
and certain of its current and former directors and officers with
the Ontario Superior Court in August 2005, which application
included many of the same mischaracterizations. Greenlight's
complaints were dismissed entirely by the Ontario Superior Court in
a decision released in October 2006. Greenlight appealed the
decision in November 2006 and the appeal hearing is scheduled for
April 2008. At this time, the MID Board has not made any decisions
or recommendations with respect to the reorganization proposal. The
MID Board of Directors has established a Special Committee of
independent directors of MID that will consider the reorganization
proposal and make recommendations to the MID Board. The
implementation of the reorganization proposal is conditional upon,
among other things, the approval of the proposal by at least
two-thirds of the votes cast by the holders of MID's Class A
Subordinate Voting Shares and Class B Shares, voting separately,
and accordingly MID's public shareholders would have the right to
vote on whether it proceeds. About MID MID is a real estate
operating company focusing primarily on the ownership, leasing,
management, acquisition and development of a predominantly
industrial rental portfolio for Magna and its subsidiaries in North
America and Europe. MID also acquires land that it intends to
develop for mixed-use and residential projects. MID holds a
controlling interest in MEC, North America's number one owner and
operator of horse racetracks, based on revenue, and one of the
world's leading suppliers, via simulcasting, of live horse racing
content to the growing intertrack, off-track and account wagering
markets. Forward-Looking Statements This press release contains
"forward-looking statements" within the meaning of applicable
securities legislation. Forward-looking statements may include,
among others, statements relating to the reorganization proposal
and the terms and conditions of such proposal. Words such as "may",
"would", "could", "will", "likely", "expect", "anticipate",
"believe", "intend", "plan", "forecast", "project", "estimate" and
similar expressions are used to identify forward-looking
statements. Forward-looking statements should not be read as
guarantees of future events or results and will not necessarily be
accurate indications of whether or the times at or by which such
future events or results will be achieved. Undue reliance should
not be placed on such statements. Forward-looking statements are
based on information available at the time and/or management's good
faith assumptions and analyses, and are subject to known and
unknown risks, uncertainties and other unpredictable factors, many
of which are beyond the Company's control, that could cause actual
events or results to differ materially from such forward-looking
statements. Important factors that could cause such differences
include, but are not limited to the risks that: the parties will
not proceed with the proposed reorganization; if the parties decide
to proceed with a transaction, the terms of such transaction may
differ from those that are currently contemplated by the proposed
reorganization; if the parties decide to proceed with a
transaction, such transaction may not be successfully completed for
any reason (including the failure to obtain any required
approvals); and are set forth in the "Risk Factors" section in
MID's Annual Information Form for 2007, filed on SEDAR at
http://www.sedar.com/ and attached as Exhibit 1 to MID's Annual
Report on Form 40-F for the year ended December 31, 2007, which
investors are strongly advised to review. The "Risk Factors"
section also contains information about the material factors or
assumptions underlying such forward-looking statements.
Forward-looking statements speak only as of the date the statements
were made and unless otherwise required by applicable securities
laws, MID expressly disclaims any intention and undertakes no
obligation to update or revise any forward-looking statements
contained in this press release to reflect subsequent information,
events or circumstances or otherwise. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy
nor shall there be any sale of the securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful.
Securities of New MID have not been registered under the United
States Securities Act of 1933, as amended, and may not be offered
or sold in the United States absent registration or an applicable
exemption from the registration requirements. DATASOURCE: MI
Developments Inc. CONTACT: about this press release, please contact
John Simonetti, MID's Chief Executive Officer, at (905) 726-7619
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