Greenlight Capital Urges MI Developments Shareholders to Vote for Greenlight's Shareholder Proposal and Against the Coercive Pro
April 18 2008 - 9:21AM
PR Newswire (US)
NEW YORK, April 18 /PRNewswire/ -- On March 7, 2008, Greenlight
Capital submitted a shareholder proposal (the "Shareholder
Proposal") to MI Developments Inc. (NYSE:MIM). The Shareholder
Proposal is simple. It merely asks that MI Developments Inc.
("MID") shareholders vote to have the Board implement
value-enhancing proposals the Board itself developed and adopted
back in May 2005 (the "Board Resolutions"). The Board Resolutions,
which Frank Stronach and the Board unanimously approved, included
steadily increasing MID's financial leverage, regularly increasing
dividends, repurchasing MID shares and rationalizing MID's
relationship with Magna Entertainment Corp. ("MEC"). Unfortunately
for MID shareholders, the Board Resolutions have not been
implemented. According to MID's management proxy circular, Mr.
Stronach has told MID that he will vote down the Shareholder
Proposal, and will vote his MID shares against the very same Board
Resolutions that he voted for three years ago. Surprisingly, after
Greenlight submitted the Shareholder Proposal, Mr. Stronach
proposed a reorganization of MID which includes many of the very
same components as Greenlight's Shareholder Proposal, including a
significant increase in MID's leverage, paying out 80% of MID's
available annual cash flow to shareholders, returning excess
capital to shareholders and disposing of MID's interest in MEC.
MID's proxy circular even states that Mr. Stronach's proposal
"address[es] many of the issues raised by Greenlight." "So, why is
Mr. Stronach now in favor of these components in his proposed
reorganization, but not in favor of the Board Resolutions?", asked
David Einhorn, President of Greenlight Capital. "The answer is very
clear. The Stronach proposal contains a multi-hundred million
dollar payoff for Mr. Stronach, and the Board Resolutions do not."
The message to the MID shareholders is loud and clear. If Mr.
Stronach is richly paid off, he is willing to implement the Board
Resolutions and change MID's structure. But, if Mr. Stronach does
not receive a payoff amounting to the vast majority of the unlocked
value, the value destruction at MID will continue until the
shareholders surrender to him. Already, several large MID
shareholders have decided to do just that. However, a simple
majority vote is not sufficient to approve Stronach's coercive
plan. The proposed reorganization requires the affirmative vote of
two-thirds of each class of shares voted at the MID shareholder
meeting. Mr. Stronach does not have enough MID shareholders to
achieve this required level of support. The MID shareholders can
still stop the proposed reorganization by voting against it. It is
worth noting that the Special Committee of the MID Board, which is
supposed to be free of Mr. Stronach's influence when it comes to
Stronach related-party transactions, has refused to recommend that
the MID shareholders vote in favor of the Shareholder Proposal
despite the fact that the Board unanimously approved the Board
Resolutions back in 2005. Is the MID Board truly independent when
it comes to Stronach-related transactions? Clearly, the Board can
do its job and implement the steps to unlock MID's long-term
shareholder value without making an outrageous payoff to Mr.
Stronach. However, because of Mr. Stronach's undue influence and
iron-fisted control of the Board, it appears unwilling to do so,
and, in fact has failed to do so over the last three years.
Instead, it simply falls back to a general statement that the
Shareholder Proposal "does not accurately describe the
recommendation ... " without specifying any inaccuracies. The Board
gives no credible explanation why it has failed to raise the
dividend a single time and has been unable to increase leverage
over the last three years. It tries to blame the difficult capital
markets and economic slowdown, which commenced only a few months
ago, and the "Greenlight litigation." The Board gives no
explanation as to how the litigation prevented it from implementing
its own recommendations -- other than as a result of Mr. Stronach's
retaliation and his attempt to hold MID hostage until its
shareholders capitulate. Greenlight intends to vote all of its
shares in favor of the Shareholder Proposal and against the
proposed reorganization, and urges all other MID shareholders to do
the same. DATASOURCE: Greenlight Capital CONTACT: Steve Bruce, Mary
Beth Grover, or Monica Everett, all of Abernathy MacGregor,
+1-212-371-5999, for Greenlight Capital
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