TORONTO - Magna International Inc. is giving shareholders a chance to end the Stronach family's absolute control over the auto parts giant in an attempt to boost the company's share price.
So far, the plan seems to be working. Magna's shares (TSX:MG.A) soared Thursday, adding $8.99 or 14 per cent to C$73.26 on the Toronto Stock Exchange.
Magna founder and chairman Frank Stronach, along with his family, has controlled the company through a stock structure that gives the Stronach Trust more votes than all other shareholders combined. The company said Thursday the trust has now agreed to let other shareholders vote on whether they want to eliminate the family's special rights and adopt a single class of stock, turning Magna into a one-share, one-vote company.
Magna co-CEO Don Walker said the proposal is meant to address shareholders' frustrations with what they view as an unreasonably low share price.
He said some U.S. investment firms have a practice of avoiding companies with dual-class voting structures, and this may have depressed the market value of all Magna shares, which trade on both the TSX and the New York Stock Exchange.
"We have been asked for many years now by the shareholders, 'What can we do to try and get Magna's shares to be trading at a higher multiple, similar to our competitors,' and one of the big factors in that is the multiple-vote share," Walker said in an interview with The Canadian Press.
"If this transaction goes through, then hopefully we'll be viewed like any other single-class company."
Dual-class voting structures have long been a part of Canadian capital markets, but they are becoming an increasingly contentious concept, particularly among American investors who oppose the idea of allowing a founding family to control a company without owning a majority of its shares. The dual-class voting structure doesn't exist in the U.S.
Other Canadian companies that have dual-class shares include media company Quebecor Inc. (TSX:QBR.B), transportation equipment manufacturer Bombardier Inc. (TSX:BBD.B) and miner Teck Resources Ltd. (TSX:TCK.B). Canwest Global Communications Corp. (TSXV:CGS), the media company that's in the process of selling off its assets, also has a dual-class structure and was until recently controlled by the Asper family.
At Magna, there have also been well-publicized complaints about Stronach's control of Magna and several spinoff companies and the high fees he receives from the publicly traded entities.
Walker said the consulting fees paid to Stronach by Magna and related entities would be phased out by the end of 2014.
Stronach said he's come to support the move, which he believes could actually give him more influence.
He said Magna can sometimes get bogged down in bureaucracy, which can in turn slow down the decision-making process. This new structure would give him the power to overrule this bureaucracy with the support of shareholders.
"If the proposal would be accepted by the shareholders, then I believe I could have greater influence, because then I'm in the same boat as the shareholders," Stronach told the company's annual meeting Thursday after Magna reported a US$223-million first-quarter profit, reversing a year-earlier loss, and said it would resume paying dividends.
Walker said it took some convincing to get Stronach on board, and Stronach made it clear the move to eliminate his family's voting control of Magna won't prevent him from putting his personal stamp on the company in other ways.
Part of the proposal announced Thursday includes the creation of a new joint venture with the Stronach group, to be 73 per cent owned by Magna and run by Frank Stronach, that would develop electric vehicles and their components.
"I made one thing very clear: I'm going to drive home the electric car. It needs a strong hand, and I said to management, 'Look, this deal will only pass if I have absolutely the right hand to call the shots and get all the people which I think can lead this,'" Stronach said.
"If I'm going to hustle and drive the electric car, this company will make a lot of money."
The new company will focus on developing battery cells, battery packs and battery testing methods. It will also work with Magna's customers to convert existing vehicles to electric technology. The company has already announced a contract to convert the Ford Focus, and Walker said it has other contracts to do the same thing with other vehicles, although he wouldn't specify which ones.
Earlier Thursday, the Aurora, Ont.-based company said it earned US$223 million or $1.97 per share with $5.51 billion in revenue in its first quarter. A year ago, Magna had a loss of $200 million, or $1.79 per share, and $3.57 billion in revenue. The first quarter of 2009 marked the depth of the global recession, and some of Magna's key customers were forced to make dramatic cuts to production.
Magna also announced it will resume dividend payments of 18 cents per share as a result of the company's return to profitability.