FORD OF CANADA BOARD OF DIRECTORS UNANIMOUSLY APPROVES BUYOUT OF SHAREHOLDERS AT (CDN) $185 PER SHARE
The special committee of independent directors of Ford of Canada, which was appointed to consider the original amalgamation proposal received from Ford, retained Wood Gundy Inc. to prepare an independent formal valuation of Ford of Canada's common shares. Ford submitted its revised proposal following extended and comprehensive discussions with the special committee and Wood Gundy.
Wood Gundy has concluded that the fair value of the common shares is in the range of (Cdn) $170 to (Cdn) $200 per share, and that the consideration of (Cdn) $185 per share offered in the proposed amalgamation is fair from a financial point of view to the public shareholders of Ford of Canada.
The special committee unanimously recommended that the Board of Directors of Ford of Canada approve the amalgamation at the price of (Cdn) $185 per share, which represents a 48 percent premium over the market price of the Ford of Canada common shares immediately prior to the announcement on April 26, 1995 of Ford's original offer of (Cdn) $150 per share.
The transaction involves Ford of Canada continuing under the Ontario Business Corporations Act and then amalgamating with Ford Investment Holdings Inc., a wholly owned subsidiary of Ford Ensite International Inc. ("Ensite"). Upon completion of the transaction, Ford of Canada would thereby become a wholly owned subsidiary of Ensite. Ensite is a wholly owned subsidiary of Ford primarily engaged in automotive component manufacturing in Canada.
The effective date of the amalgamation is expected to be September 1, 1995, immediately following which time the public shareholders will receive their cash payments. Following the amalgamation on September 1, 1995, an amalgamation of Ford of Canada and Ensite is contemplated. This second amalgamation would enable Ford to achieve efficiencies in its Canadian automotive operations consistent with the objectives of Ford 2000 -- the previously announced reorganization of Ford's worldwide automotive operations.
Both the continuance and the initial amalgamation are subject to the approval of Ford of Canada shareholders of record as at July 18, 1995 at a special meeting of Ford of Canada shareholders to be held on or about August 22, 1995.
Ford owns a sufficient number of Ford of Canada's common shares (approximately 94 percent) to approve both the continuance and the amalgamation. Applicable regulatory policies do not require a separate vote of minority shareholders. A management proxy circular containing full details of the proposed transactions will be mailed to shareholders as soon as practicable.
/CONTACT: Tony Fredo, Vice President, Public Affairs, of Ford of Canada, 905-845-2511, ext. 1161/
CO: Ford Motor Company of Canada, Limited ST: Ontario IN: AUT SU: TNM
MP -- NY036 -- 1549 07/05/95 11:15 EDT
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|Date:||Jul 5, 1995|
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