MI Developments Alerts Shareholders to Misleading Statements in Dissident Proxy Circular
April 14 2005 - 8:56PM
PR Newswire (US)
MI Developments Alerts Shareholders to Misleading Statements in
Dissident Proxy Circular AURORA, ON, April 14
/PRNewswire-FirstCall/ -- MI Developments Inc. (TSX: MIM.SV.A,
MIM.MV.B; NYSE: MIM) announced today that a preliminary review of
the dissident proxy circular filed by Greenlight Capital, Inc.
reveals a number of misleading statements and mischaracterizations
that MID shareholders should be aware of and that the Company will
address in due course. MID will complete an examination of any new
information in the dissident materials and provide shareholders
with its full analysis. Based on information previously provided at
a meeting between the financial advisors for both Greenlight
Capital and MID, and following a thorough financial analysis by a
Special Committee of independent directors assisted by its own
independent financial and legal advisors, the Board of Directors of
MID recommended that shareholders vote to reject two resolutions
proposed by the dissidents. The Board determined that adopting
Greenlight Capital's proposal to sell or spin-off the Company's
strategic investment in Magna Entertainment Corp. (MEC) and another
suggesting that MID should convert to a real estate investment
trust structure would not be in the best interests of MID or its
shareholders. "Greenlight Capital has a shorter-term perspective
than we do. The Board and management of MID are committed to
creating sustainable long-term value for shareholders and we have
taken significant steps to meet that commitment," said John
Simonetti, Chief Executive Officer of MI Developments. "The
differences between us are primarily about how to deliver enhanced
value. The view of the Board is that there is no compelling reason
to undertake either of the fundamental changes proposed by
Greenlight at this time and that they would reduce the Company's
flexibility to pursue its development opportunities and continue to
grow its real estate business. "The statement from Greenlight today
undermines what we have viewed as a constructive process and, in
particular, includes a completely unwarranted attack on the
independence of the Special Committee," he said. "The directors of
MID are fully aware of their responsibility to serve the best
interests of shareholders and will continue to fulfill that
responsibility. Greenlight's assertion to the contrary is
completely unjustified." The reasons for the recommendations of the
Board of Directors and the alternative steps it is taking to
increase shareholder value, based on the recommendations of the
independent Special Committee, are described in the Management
Information Circular that has been mailed to MID shareholders in
connection with the annual and special meeting of shareholders to
be held on May 4, 2005 at Le Royal Meridien King Edward Hotel, 37
King Street East, Toronto, Ontario, Canada, commencing at 10:00
a.m. (Toronto time). The Company's Management Information Circular
is available at http://www.sedar.com/ and at
http://www.midevelopments.com/. Shareholders who are unable to be
present at the Meeting in person should complete, date and sign the
BLUE proxy that was enclosed with the Management Information
Circular and return it in accordance with the instructions set out
in the Management Information Circular. To be effective, proxies
must be received prior to 5:00 p.m. (Toronto time) on May 2, 2005.
Shareholders with questions about how to vote their shares should
contact our proxy solicitor as follows: MORROW & CO., INC.
Individuals Call Toll Free: 1-800-607-0088 Banks and Brokers Call
Toll Free: 1-800-654-2468 About MI Developments Inc. MI
Developments is a real estate operating company focusing primarily
on the ownership, leasing, management, acquisition and development
of a predominantly industrial rental portfolio for Magna
International Inc. and its subsidiaries in North America and
Europe. The Company also holds a controlling investment in Magna
Entertainment Corp., North America's number one owner and operator
of horse racetracks, based on revenue, and among the world's
leading suppliers, via simulcasting, of live horse racing content
to the growing inter-track, off-track and account wagering markets.
Forward-Looking Statements The contents of this press release may
contain "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Forward-looking statements may include, among
others, statements regarding MID's future plans, costs, objectives
or economic performance, or the assumptions underlying any of the
foregoing. In this press release we use words such as "will",
"expect", "should" and similar words to identify forward-looking
statements. Forward-looking statements should not be read as
guarantees of future 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. Forward-looking
statements are based on information available at the time and/or
management's good faith belief with respect to future events 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 results to differ materially from such
forward-looking statements. Such risks, uncertainties and other
factors are set forth under "Risk Factors" in MID's Annual
Information Form for 2004, attached as Exhibit 1 to MID's Annual
Report on Form 40-F for the year ended December 31, 2004. MID
expressly disclaims any intention and undertakes no obligation to
update or revise any forward-looking statements to reflect
subsequent information, events or circumstances or otherwise.
DATASOURCE: MI Developments Inc. CONTACT: Investors: John
Simonetti, Chief Executive Officer, MI Developments Inc., (905)
726-7619; Media: John Lute, Lute & Company, (416) 929-5883
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