Exhibit 99
Form 51-102F3
Securities Act (Ontario)
MATERIAL CHANGE REPORT
1. Name and Address of Company
Tesma International Inc.
1000 Tesma Way
Concord, Ontario L4K 5R8
2. Date of Material Change
October 25, 2004
3. News Release
A press release was issued in Concord, Ontario, Canada, on October 25,
2004, attached hereto as Schedule "A", and delivered to the Ontario
Securities Commission and the other Canadian securities regulatory
authorities via SEDAR, to The Toronto Stock Exchange, to the NASDAQ
National Market, and to Canada NewsWire for publication and
dissemination.
4. Summary of Material Change
A privatization proposal was received by Tesma International Inc. from
Magna International Inc.
5. Full Description of Material Change
Tesma International Inc. ("Tesma") announced today that its board of
directors has received a proposal from Magna International Inc.
("Magna") to acquire all the outstanding Class A Subordinate Voting
Shares of Tesma not owned by Magna. Magna has proposed that the
transaction be effected by way of a court-approved plan of arrangement
under Ontario law.
Under the proposal, shareholders of Tesma would receive 0.4388 of a
Class A Subordinate Voting Share of Magna for each Class A Subordinate
Voting Share of Tesma or, at the election of any shareholder, cash based
on the volume-weighted average trading price ("VWAP") of Magna's Class A
Subordinate Voting Shares over the five trading days ending on the last
trading day immediately preceding the effective date of the plan of
arrangement. The aggregate cash payable to all electing Tesma
shareholders in the proposed transaction would be capped at Cdn. $350
million, representing approximately half of the total consideration
contemplated by the proposal based on the VWAP of Magna's Class A
Subordinate Voting Shares over the 20 trading days ended October 22,
2004, being the last trading day prior to the making of the proposal.
If shareholders elect to receive cash in excess of Cdn. $350 million in
the aggregate, the total cash available will be prorated among those
shareholders electing to receive cash and the balance of their
consideration will be satisfied in Magna Class A Subordinate Voting
Shares.
The proposed transaction is proposed to be carried out by way of a
court-approved plan of arrangement under Ontario law and is subject to
applicable securities laws, including the Ontario rules that
specifically govern going-private transactions of this nature. In
addition to court approval, the transaction would require the approval
of the shareholders of Tesma, including by way of a majority of the
votes cast by holders other than Magna and its affiliates and other
insiders.
Tesma's board of directors will review Magna's proposal and will respond
in due course having regard to all applicable legal and regulatory
requirements.
6. Reliance on subsection 7.1(2) or (3) of National Instrument 51-102
Not applicable.
7. Omitted Information
Not applicable.
8. Executive Officer
For further information, please contact Anthony Dobranowski, Vice
Chairman and Chief Financial Officer of Tesma at telephone 905-417-2155.
9. Date of Report
DATED at Concord, Ontario this 26th day of October, 2004.
TESMA INTERNATIONAL INC.
per: signed "Stefan T. Proniuk"
Stefan T. Proniuk
Vice President, Secretary and General
Counsel
Schedule "A"
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PRESS RELEASE
TESMA RECEIVES PRIVATIZATION PROPOSAL FROM MAGNA
October 25, 2004, Concord, Ontario, Canada - TESMA INTERNATIONAL INC. (TSX:
TSM.A; NASDAQ: TSMA) announced today that its board of directors has received a
proposal from Magna International Inc. to acquire all the outstanding Class A
Subordinate Voting Shares of Tesma not owned by Magna. Magna has proposed that
the transaction be effected by way of a court-approved plan of arrangement under
Ontario law.
Under the proposal, shareholders of Tesma would receive 0.4388 of a Class A
Subordinate Voting Share of Magna for each Class A Subordinate Voting Share of
Tesma or, at the election of any shareholder, cash based on the volume-weighted
average trading price ("VWAP") of Magna's Class A Subordinate Voting Shares over
the five trading days ending on the last trading day immediately preceding the
effective date of the plan of arrangement. The aggregate cash payable to all
electing Tesma shareholders in the proposed transaction would be capped at Cdn.
$350 million, representing approximately half of the total consideration
contemplated by the proposal based on the VWAP of Magna's Class A Subordinate
Voting Shares over the 20 trading days ended October 22, 2004, being the last
trading day prior to the making of the proposal. If shareholders elect to
receive cash in excess of Cdn. $350 million in the aggregate, the total cash
available will be prorated among those shareholders electing to receive cash and
the balance of their consideration will be satisfied in Magna Class A
Subordinate Voting Shares. The consideration offered represents a premium of
approximately 33.33% over the relative VWAPs of Magna's Class A Subordinate
Voting Shares and Tesma's Class A Subordinate Voting Shares over the past 20
trading days and a premium of 28.20% over the relative closing prices of such
shares on the TSX on October 22, 2004.
The proposed transaction is proposed to be carried out by way of a court-
approved plan of arrangement under Ontario law and is subject to applicable
securities laws, including the Ontario rules that specifically govern going-
private transactions of this nature. In addition to court approval, the
transaction would require the approval of the shareholders of Tesma, including
by way of a majority of the votes cast by holders other than Magna and its
affiliates and other insiders.
Tesma's board of directors will review Magna's proposal and will respond in due
course having regard to all applicable legal and regulatory requirements.
Tesma, a global supplier of highly-engineered engine, transmission and fuel
system components, modules and systems for the automotive industry, employs over
5,700 skilled and motivated people in 28 manufacturing facilities in North and
South America, Europe and Asia, and five focused tooling, design and R&D centres
supporting our three principal product technology groups: Tesma Engine
Technologies; Tesma Transmission Technologies; and Tesma Fuel Technologies.
For further information regarding this press release, please contact: Anthony
Dobranowski at (905) 417-2155. Alternatively, forward e-mail requests to
investorrelations@tesma.com or visit Tesma's website at www.tesma.com.