August 17, 2010 / 2:14 PM / in 7 years

Court OKs billion-dollar payout to Magna founder

TORONTO (Reuters) - A Canadian court on Tuesday approved a plan by Magna International to pay founder Frank Stronach close to a billion dollars in exchange for giving up control of the auto parts giant he started from scratch as a young Austrian immigrant in Canada.

The ruling paves the way for Magna to end the dual-class share structure that had left control of the company in the hands of its founder, who came to Canada when he was 21 with only a couple of hundred dollars in his pocket.

Shares in the company rose 5.14 percent to C$83.62 in Toronto after the court decision was announced. That is a 30 percent rise over the C$64.27 per share value on May 5, the day before Stronach announced plans to release his grip on the world’s No. 3 auto parts maker.

“The Ontario Superior Court has approved the previously announced plan of arrangement to eliminate Magna’s dual-class share structure,” Magna said in a statement to the media.

Stronach will get $863 million worth of stock under the deal, which will see the 77-year-old entrepreneur give up his controlling, class B shares in return for 7.5 percent of the company’s class A shares.

He also gets $300 million in cash, control of a new electric car-parts joint venture between Stronach and Magna, and four years of lucrative consulting fees.

“By voting the new Magna shareholder structure into place, shareholders are seeking greater control and have essentially given management their vote of confidence,” UBS analyst Tasneem Azim told Reuters.

“It will now be up to management to deliver under its new structure -- shareholders will have greater power to take Magna to task if it doesn‘t.”

In July, about three-quarters of Magna’s subordinate shareholders approved the deal to collapse the dual-share structure. But at least six institutional shareholders, including four major Canadian pension plans, opposed it, calling the payoff to Stronach “unreasonable” and “fundamentally unfair,” and saying it set a bad precedent.

“We’re disappointed with the results but we respect the court’s decision,” said Deborah Allan, a spokeswoman at the Ontario Teachers’ Pension Plan.

She wouldn’t comment on whether the pension fund will appeal the judge’s decision, laid out in 213 points across 40 pages.

Dissident Magna minority shareholders have 30 days to file an appeal.

“Today’s decision by the Superior Court affirms our position that the claims of the dissident minority shareholders are without merit,” Magna Chief Financial Officer Vincent Galifi said in a statement.

Giving new shares to Stronach will dilute Magna shares but the deal is seen unlocking value in a stock that has traded lower than its peers because of investor aversion to the dual-class structure and concerns over Stronach’s control.

($1=$1.03 Canadian)

Reporting by Pav Jordan; editing by Peter Galloway and Rob Wilson

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