AURORA, ON, Oct. 4 /PRNewswire-FirstCall/ - MI Developments
Inc. ("MID") (TSX: MIM.A, MIM.B; NYSE: MIM) announced that it has
been advised by ST Acquisition Corp. (the "Offeror"), a corporation
controlled by members of the Stronach Family, that it intends to
acquire any or all of the outstanding Class A Subordinate Voting
Shares and Class B Shares of MID that it does not already own at a
price of US$13.00 per share in
cash.
The Offeror announced its proposed offer in a press release
issued on October 1, 2010 which
discloses that the offer will not be conditional on any minimum
number of shares being tendered and that the Offeror and its
affiliated and associated entities currently own an aggregate of
50,000 Class A Subordinate Voting Shares and 383,414 Class B Shares
of MID, which together represent approximately 60% of the total
voting power of MID's outstanding shares.
The Board of Directors of MID will establish a special committee
of independent directors to review and evaluate the proposed offer
and, as required by applicable securities laws, to supervise the
preparation of a formal valuation of the shares. The Board of
Directors and the Special Committee will communicate further with
MID's shareholders in due course, including if and when a take-over
bid circular is mailed to MID shareholders.
About MID: MID is a real estate operating company engaged
primarily in the acquisition, development, construction, leasing,
management and ownership of a predominantly industrial rental
portfolio leased primarily to Magna International Inc. and its
automotive operating units in North
America and Europe. MID
also acquires land that it intends to develop for mixed-use and
residential projects. Additionally, MID owns Santa Anita Park,
Golden Gate Fields, Gulfstream Park (including an interest in The
Village at Gulfstream Park, a joint venture with Forest City
Enterprises, Inc.), The Maryland Jockey Club, Portland Meadows,
AmTote and XpressBet, and through some of these assets, is a
supplier, via simulcasting, of live horseracing content to the
inter-track, off-track and account wagering markets. For further
information about MID, please visit www.midevelopments.com or call
905-713-6322. At www.sedar.com and www.sec.gov you can also find
MID's filings.
Notice to Investors: This news release is for informational
purposes only and is not an offer to buy or the solicitation of an
offer to sell any securities. The takeover bid to which this
communication relates has not yet commenced. If the Offeror files a
take-over bid / offer to purchase with Canadian securities
regulators and a tender offer statement on Schedule TO with the
U.S. Securities and Exchange Commission in connection with the
commencement of the offer, MID will file a directors circular and a
solicitation/recommendation statement on Schedule 14D-9 with
respect to the take-over bid. Shareholders of MID and other
interested parties are urged to read the take-over bid
circular/offer to purchase, the directors circular /
solicitation/recommendation statement and other relevant documents
to be filed with Canadian and U.S. securities authorities when and
if they become available because they will contain important
information that MID shareholders should consider before making any
decision with respect to tendering their shares. Shareholders of
MID will be able to obtain copies of these documents for free, when
available, at www.sedar.com and at www.sec.gov.
Forward Looking Statements: This press release may contain
statements that, to the extent they are not recitations of
historical fact, constitute "forward-looking statements" within the
meaning of applicable securities legislation. Forward-looking
statements may include statements regarding MID's future plans,
goals, strategies, intentions, beliefs, estimates, costs,
objectives, economic performance or expectations, or the
assumptions underlying any of the foregoing. 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, performance or results and will not
necessarily be accurate indications of whether or the times at or
by which such future performance 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 made in light of our perception
of historical trends, current conditions and expected future
developments, as well as other factors we believe are appropriate
in the circumstances, and are subject to known and unknown risks,
uncertainties and other unpredictable factors, many of which are
beyond MID'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 set forth in the "Risk Factors" section in
MID's Annual Information Form for 2009, filed on SEDAR at
www.sedar.com and attached as Exhibit 1 to MID's Annual Report on
Form 40-F for the year ended December 31,
2009, 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.
SOURCE MI Developments Inc.
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