AURORA, ON, Dec. 22 /PRNewswire-FirstCall/ - MI
Developments Inc. ("MID") (TSX: MIM.A, MIM.B; NYSE:
MIM) announced that its Board of Directors has received a
reorganization proposal providing for the elimination of MID's dual
class share structure. The proposal has been made by holders
of its Class A Subordinate Voting Shares representing in excess of
50% of the outstanding Class A Subordinate Voting Shares (the
"Initiating Shareholders"), including eight of MID's top ten
shareholders. The proposal is also supported by MID's
controlling shareholder (the "Stronach Shareholder"), a company
controlled by the Stronach Trust.
The Board of Directors of MID has established a
Special Committee of independent directors to review and evaluate
the proposal and to make recommendations to the Board. The
Board of Directors will communicate further with MID's shareholders
in due course.
The reorganization proposal contemplates the
elimination of MID's dual class share structure through:
- The cancellation of all MID Class B Shares held by the Stronach
Shareholder in consideration for the transfer to the Stronach
Shareholder of MID's horseracing, gaming and real estate
development and other assets (and associated liabilities), and
US$20 million of working capital (the "Assets"). The Assets
include: Santa Anita Park; Golden Gate Fields; MID's joint venture
interests in Maryland Jockey Club's real estate and racing assets
(Pimlico Race Course, Laurel Park and the Bowie training facility);
Gulfstream Park and MID's joint venture interest in the associated
retail development; Portland Meadows; horseracing technology assets
including Xpressbet® and AmTote; and all properties owned by MID as
described under "Real Estate Business - Development Properties" in
note 6(a) of the notes to the amended and restated interim
consolidated financial statements of MID for the period ended
September 30, 2010; and
- Each MID Class A Subordinate Voting Share would be changed into
one common share and each MID Class B Share (other than the MID
Class B Shares held by the Stronach Shareholder which will be
cancelled) would be converted into 1.2 common shares, such that MID
would only have one class of common shares.
Upon completion of the reorganization proposal,
MID would retain its income producing real estate property business
and would be restricted from engaging in or having an interest in,
directly or indirectly, any business relating to horse racing or
gaming, and the Board of Directors of MID would be comprised of
directors elected by shareholders other than the Stronach
Shareholder at the shareholders meeting called to consider the
reorganization proposal, with the nominees for election to be
proposed by the Initiating Shareholders.
The proposal contemplates that if the transfer
of the Assets is completed, the transfer would be effective January
1, 2011. MID would provide funding for the Assets during the
period from January 1, 2011 to closing, provided that if the
funding requirements exceed on average US$4 million per month, the
Stronach Shareholder would reimburse MID for such excess. The
Stronach Shareholder would have a right of first refusal in respect
of the Magna International corporate properties in Aurora, Ontario
and in Oberwaltersdorf, Austria. In addition, the proposal
contemplates that effective upon closing, the applicable Initiating
Shareholders would discontinue the litigation against MID and
certain related parties filed with the Ontario Superior Court of
Justice and MID would reimburse the Initiating Shareholders for
their legal and advisory fees incurred in connection with the
transaction and up to US$1 million for other legal and advisory
fees, and reimburse the Stronach Shareholder for up to US$1 million
of legal and advisory fees incurred in connection with the
transaction.
The proposal contemplates that the transaction
will be implemented by way of a court-approved plan of arrangement
under the Business Corporations Act (Ontario) or other form
of transaction agreed to by the parties. The principal
closing conditions of the proposed reorganization include receipt
of regulatory approvals, receipt of required MID shareholder
approvals, there being no material adverse change in the affairs of
MID, MID continuing to operate in the ordinary course and not
purchasing any unrelated gaming or horseracing assets, accuracy of
MID's disclosure documents, execution of definitive documents by
January 31, 2011 and implementation of the transaction by June 30,
2011.
The Initiating Shareholders and the Stronach
Shareholder have agreed to vote in favour of the proposed
reorganization. ST Acquisition Corp. has advised MID that, as a
result of the reorganization proposal, it is suspending its earlier
proposal announced on October 1, 2010 to make an offer to purchase
any or all of the outstanding Class A Subordinate Voting Shares and
Class B Shares of MID for a price of US$13 per share pending
completion of the reorganization proposal.
The Initiating Shareholders may terminate their
voting agreements if, among other things, definitive documents are
not executed by January 31, 2011, the transaction has not been
completed by June 30, 2011, the voting agreement has not been
signed by a majority of the minority holders of the MID Class B
Shares by January 31, 2011, or less than 30% of all outstanding MID
Class A Subordinate Voting Shares remain subject to the voting
agreement.
MID cautions shareholders and others considering
trading in securities of MID that it has only recently received the
reorganization proposal, and at this time no decisions or
recommendations with respect to the proposal have been made by the
Board of Directors of MID. The proposal is subject to certain
material conditions, some of which are beyond MID's control, and
there can be no assurance that the transaction contemplated by the
reorganization proposal, or any other transaction, will be
completed.
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.), an interest in joint ventures in The Maryland
Jockey Club with Penn National Gaming, Inc., 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. MID's filings can be accessed at www.sedar.com and
www.sec.gov you can also find MID's filings.
Copies of financial data and other publicly
filed documents are available through the internet on Canadian
Securities Administrators' Systems for Electronic Document Analysis
and Retrieval (SEDAR) which can be accessed at www.sedar.com and on
the United States Securities and Exchange Commission's Electronic
Data Gathering, Analysis and Retrieval System (EDGAR) which can be
accessed at www.sec.gov.
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 reorganization proposal to which this
communication relates has not yet commenced.
Forward Looking Statements
This press release contains 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 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.
Copyright . 22 PR Newswire