AURORA, ON,
Jan. 31 /PRNewswire/ - MI
Developments Inc. ("MID") (TSX: MIM.A, MIM.B; NYSE:
MIM) announced today that it has entered into definitive
agreements with respect to the reorganization proposal disclosed on
December 22, 2010 which contemplates
the elimination of MID's dual class share capital structure through
which Frank Stronach and his family
control MID.
The reorganization proposal was made by holders
of MID's 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, and is supported by MID's controlling shareholder
(the "Stronach Controlling Shareholder"), which holds 57% of the
votes attaching to MID's outstanding shares. Each of the Initiating
Shareholders and the Stronach Controlling Shareholder has agreed to
vote in favour of the proposed reorganization. In addition,
shareholders representing in excess of 50% of the outstanding Class
B Shares held by minority shareholders have also agreed to vote in
favour of the proposed reorganization. Neither MID management nor
the MID Board was involved in the negotiation of the reorganization
proposal received on December 22,
2010.
The proposed reorganization will be implemented
pursuant to a court-approved plan of arrangement under the
Business Corporations Act (Ontario). The shareholders' meeting to
consider the arrangement is expected to take place in late March of
this year. The arrangement will require the approval of at least:
(i) 66⅔% of the votes cast by the holders of Class B Shares and
Class A Subordinate Voting Shares, voting together as one class,
(ii) 66⅔% of the votes cast by holders of Class B Shares, voting
separately as a class, (iii) a majority of the votes cast by
minority Class A shareholders, and (iv) a majority of the votes
cast by minority Class B shareholders. The votes represented
by the Stronach Controlling Shareholder, the Initiating
Shareholders and the supporting minority holders of Class B Shares
will be sufficient to satisfy all of such voting thresholds.
The arrangement also requires approval by the
Ontario Superior Court of Justice at a hearing to be held following
the shareholders' meeting. If approved, the arrangement is
expected to close by the earlier of June 30,
2011 and the receipt of an advance income tax ruling from
the Canada Revenue Agency which will be applied for in connection
with the reorganization proposal.
Following receipt of the reorganization proposal
on December 22, 2010, the Board of
Directors of MID constituted a Special Committee of independent
directors of MID to review the reorganization proposal and make
recommendations to the MID Board. The MID Board has approved the
entering into by MID of the definitive agreements and recommended
that shareholders (other than the Stronach Controlling Shareholder
and the shareholders who have executed support agreements as of the
date hereof) vote in favour of the proposed reorganization after
receiving the recommendation of the Special Committee. The Special
Committee received independent legal advice from Borden Ladner
Gervais LLP. The Special Committee retained Blair Franklin
Capital Partners Inc. ("Blair Franklin") to prepare independent
formal valuations and to provide certain other financial
analysis. MID received legal advice from Davies Ward Phillips
& Vineberg LLP.
Terms of the Transaction
The reorganization proposal contemplates the
elimination of MID's dual class share structure through:
- The cancellation of all 363,414 Class B Shares held by the
Stronach Controlling Shareholder upon the transfer to the Stronach
Controlling Shareholder of MID's horseracing, gaming and certain
real estate development and other assets (and associated
liabilities), and US$20 million of
working capital as of January 1, 2011
(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 substantially 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.
- The purchase for cancellation by MID of each of the other
183,999 Class B Shares in consideration for 1.2 Class A Subordinate
Voting Shares, which following cancellation of the Class B Shares
will be renamed Common Shares.
Upon completion of the reorganization proposal,
MID will retain its income producing real estate property business
and will 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 will be comprised of
directors elected by shareholders at the shareholders' meeting,
with the nominees for election being proposed by the Initiating
Shareholders. The proposed Board of Directors following
completion of the reorganization proposal will be identified in the
management information circular to be mailed to shareholders in
connection with the shareholders' meeting to approve the
reorganization proposal.
Until the completion of the reorganization
proposal, the Assets (including MID's racing and gaming business)
are to be operated separately from the real estate business of MID,
except that MID will contribute to the Assets cash in the amount of
US$2.5 million in respect of
January 2011 and US$3.8 million per month in respect of the period
from February 1, 2011 to closing of
the reorganization proposal. The Stronach Controlling
Shareholder will have a right of second refusal in respect of the
Magna International corporate properties in Aurora, Ontario and in Oberwaltersdorf,
Austria and a right of first
refusal in respect of the MID corporate headquarters in
Aurora, Ontario. In
addition, effective upon closing, the applicable Initiating
Shareholders will dismiss without costs the litigation against MID
and certain related parties filed with the Ontario Superior Court
of Justice and the Initiating Shareholders, the Stronach
Controlling Shareholder and MID will provide mutual releases,
including to the directors and officers of MID. MID has
agreed to reimburse the Initiating Shareholders for their
reasonable legal and advisory fees incurred in connection with the
reorganization proposal and up to US$1
million for other legal and advisory fees, and to reimburse
the Stronach Shareholder for up to US$1
million of legal and advisory fees incurred in connection
with the reorganization proposal.
The principal closing conditions of the
reorganization proposal include receipt of required MID shareholder
approvals, receipt of court approvals, there being no material
adverse change in the affairs of MID, and implementation of the
reorganization proposal by June 30,
2011.
Recommendation of the Board and the Special
Committee
In approving the definitive agreements and
making its recommendation that shareholders (other than the
Stronach Controlling Shareholder and the shareholders who have
executed support agreements as of the date hereof) vote in favour
of the reorganization proposal, the Board of Directors and the
Special Committee considered the formal valuations prepared by
Blair Franklin and a number of
factors relating to the substantive and procedural fairness of the
reorganization proposal.
As required by applicable securities laws,
Blair Franklin prepared a formal
valuation of the Assets under the supervision of the Special
Committee and determined that, subject to the assumptions,
qualifications and limitations contained therein, the fair market
value of the Assets was in the range of US$585 million to US$730 million or approximately
US$1,610 to US$2,009 per Class B
Share held by the Stronach Controlling Shareholder.
Blair Franklin also prepared a
formal valuation of the Class B Shares (with the Class B Shares
treated as being identical in all terms with the Class A
Subordinate Voting Shares for purposes of the valuation and with no
adjustments to reflect whether the Class B Shares form part of a
controlling interest) and of the renamed Common Shares which are to
be received by the holders of Class B Shares (other than the
Stronach Controlling Shareholder) and which are also the shares
that will be retained by the existing holders of Class A
Subordinate Voting Shares following implementation of the
reorganization proposal. Blair
Franklin determined that, subject to the assumptions,
qualifications and limitations contained in its formal valuation,
the fair market value of the Class B Shares was in the range of
US$42 to US$50 per share and that the
fair market value of the renamed Common Shares was in the range of
US$29 to US$34.50 per share, implying
consideration of US$34.80 to US$41.40
per Class B Share (other than Class B Shares held by the Stronach
Controlling Shareholder).
The principal factors relating to substantive
fairness considered by the Board and the Special Committee were as
follows:
- The reorganization proposal was negotiated on an arm's length
basis between the Initiating Shareholders, on the one hand, and the
Stronach Controlling Shareholder, on the other hand. The
Initiating Shareholders include sophisticated, Canadian and U.S.
based fund managers many of whom have been long time investors in
MID and who have substantial holdings of Class A Subordinate Voting
Shares.
- The current trading price of the Class A Subordinate Voting
Shares indicates that either or both of the existence of the dual
class share structure of MID and MID's continued financial support
of its racing and gaming business has had a negative effect on the
trading price of the Class A Subordinate Voting Shares relative to
the trading price of the Class A Subordinate Voting Shares which
would otherwise result if MID eliminated its dual class share
structure and disposed of its interest in its racing and gaming
business and traded solely on the basis of its real estate
business. However, the Board and the Special Committee cannot
provide any assurances as to future trading prices or the basis on
which investors or analysts will assess MID.
- The value to be received by the Stronach Controlling
Shareholder in connection with the collapse of the dual-class share
structure, in the form of the transfer of the Assets upon the
cancellation of its Class B Shares, is outside of the range of the
consideration paid for comparable transactions relating to the
collapse of a dual-class share structure. The formal
valuation of the Assets provides for a fair market value in the
range of US$585 million to $730
million, or approximately US$1,610 to
US$2,009 for each Class B Share held by the Stronach
Controlling Shareholder. Similarly, the dilution of the
economic interests of holders the Class A Subordinate Voting
Shares, being approximately 31%, is significant and is well outside
the range for comparable transactions.
Other factors relating to substantive fairness
considered by the Board and the Special Committee include the
following: the reorganization proposal provides for the resolution
of the fundamental disagreement between the Stronach Controlling
Shareholder and the holders of a large proportion of the Class A
Subordinate Voting Shares regarding the business of MID; the
disposition of the racing and gaming business is consistent with
the objectives of a series of forbearance terms which had been
required by the independent directors of MID in its consideration
of various transactions and proposals, including following the
acquisition of the racing and gaming business in 2010; despite the
20% premium extended to the holders of the Class B Shares (other
than the Stronach Controlling Shareholder), the dilution resulting
from the purchase for cancellation of each outstanding Class B
Share not owned by the Stronach Controlling Shareholder is not
material; any historical advantage for MID's relationship with its
primary tenant, Magna International Inc., which may have been
perceived as resulting from having Magna International Inc. and MID
under the common control of the Stronach Trust is no longer
applicable as the Stronach Trust no longer controls Magna
International Inc.; the small equity interest in MID held by the
Stronach Controlling Shareholder through its Class B Shares
provides for minimal incentive for the Stronach Controlling
Shareholder to seek or to support a change of control transaction;
the elimination of the Class B Shares would facilitate change of
control transactions, with all remaining shareholders receiving
their pro rata share of any control premium for the Common
Shares; all holders of Common Shares will have a vote in proportion
to their relative equity stake in MID; the elimination of the
dual-class share structure may potentially enhance liquidity for
the Class A Subordinate Voting Shares; and there exists no "sunset"
clause or other provision pursuant to which the dual-class share
structure would otherwise terminate as of a specified date.
Factors relating to procedural fairness
considered by the Board and the Special Committee include the
following: the reorganization proposal was negotiated on an arm's
length basis between the Initiating Shareholders, on the one hand,
and the Stronach Controlling Shareholder, on the other hand; the
extensive review of the reorganization proposal by the Special
Committee with the benefit of advice from independent financial and
legal advisors; the reorganization proposal must be approved by the
requisite levels of shareholder approval; the management
information circular will contain detailed disclosure regarding the
reorganization proposal; completion of the reorganization proposal
will be subject to a judicial determination as to its fairness;
holders of Class B Shares will have dissent rights; no substantive
change is being made to the terms of the Class A Subordinate Voting
Shares; none of the Special Committee, the Board or MID management
participated in the negotiation of the reorganization proposal made
on December 22, 2010; MID is unable
to effectively explore an alternative proposal or arrangement for a
change of control transaction or to eliminate the dual class share
structure of MID without the participation and support of the
Stronach Controlling Shareholder; and the Special Committee did not
seek or receive any fairness opinion in respect of the
reorganization proposal.
The management information circular to be mailed
in connection with the reorganization proposal will contain further
details of the factors referred to above, other considerations
which the Board of Directors and Special Committee of MID believe
shareholders should take into account, a summary of the advice
received by the Special Committee, the background to the
reorganization proposal, the process followed by the Board of
Directors and the Special Committee in reviewing the reorganization
proposal, and the formal valuations of the Assets, the Class B
Shares and the Common Shares.
Additional Information
A copy of the definitive agreements entered into
today by MID in respect of the reorganization proposal will be
available at www.sedar.com.
MID cautions shareholders and others considering
trading in securities of MID that the reorganization proposal is
subject to certain material conditions, some of which are beyond
MID's control, including shareholder and court approval, 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 ParkTM, 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 found 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' System 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.
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 . 31 PR Newswire