MI DEVELOPMENTS ADVISED BY ST ACQUISITION CORP. OF ITS INTENTION TO MAKE AN OFFER FOR MID SHARES
October 04 2010 - 9:42AM
PR Newswire (Canada)
AURORA, ON, Oct. 4 /CNW/ -- AURORA, ON, Oct. 4 /CNW/ - 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. Dennis Mills, MID's Vice-Chairman and
Chief Executive Officer, at 905-726-7614
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