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EXHIBIT 6
August 29, 1996
THE
BRIDGEFORD
GROUP
Board of Directors
Douglas & Lomason Company
24600 Hallwood Court
Farmington Hills, MI 48335-1671
Gentlemen:
You have requested our opinion as to the fairness, from a financial point
of view, to the holders of the outstanding shares of Common Stock, par value
$2.00 per share (the "Shares"), of Douglas & Lomason Company (the "Company") of
the $31.00 per Share in cash proposed to be paid in the Tender Offer and the
Merger (as defined below) pursuant to an Agreement and Plan of Merger to be
dated as of August 29, 1996 among Magna International Inc. ("Magna"), Magna
Acquisition Corporation ("Sub"), a wholly-owned subsidiary of Magna, and the
Company (the "Agreement"). The Agreement provides for a tender offer for all of
the Shares (the "Tender Offer") pursuant to which Magna or Sub will pay $31.00
per Share in cash for each Share accepted. The Agreement further provides that
following completion of the Tender Offer, Sub will be merged with and into the
Company (the "Merger") and each outstanding Share (other than Shares already
tendered to Magna or Sub) will be converted into the right to receive $31.00 in
cash.
The Bridgeford Group is an independent U.S. financial advisory firm, whose
shareholder is The Industrial Bank of Japan, Ltd., the largest long-term credit
bank in Japan. We advise U.S. and multinational clients on financial and
financing strategies and valuations with respect to mergers, acquisitions and
divestitures in public and private transactions. We have substantial experience
in valuations of debt and equity securities used in merger and acquisition
transactions and valuations for corporate, tax and other purposes. The
Bridgeford Group is a registered member of the National Association of
Securities Dealers. We are familiar with the Company, having acted as its
financial advisor in connection with, and having participated in certain of the
negotiations leading to, the Agreement.
In connection with the requested opinion, we have reviewed, among other
things, the Agreement in the form in which it was presented to you; Annual
Reports to Stockholders and Annual Reports on Form 10-K of the Company for the
three fiscal years ended December 31, 1995; certain interim reports to
stockholders and Quarterly Reports on Form 10-Q; certain other communications
from the Company to its stockholders; and certain internal financial analyses
and forecasts concerning the Company prepared by its management, including
financial projections for the Company for the period 1996-2000. We also have
held discussions with members of the management of the Company regarding its
past and current business operations, financial condition and future prospects.
In addition, we have reviewed the reported price and trading activity for the
Shares, compared certain financial and stock market information for the Company
with similar information for certain other companies the securities of which are
publicly traded, reviewed the financial terms of certain recent business
combinations in the automotive components and other industries and performed
such other studies and analyses as we considered appropriate. We also conducted
a limited physical inspection of certain of the Company's facilities.
In rendering our opinion, we have relied upon and assumed the accuracy and
completeness of all of the financial and other information that was available to
us from public sources, that was provided to us by the Company or its
representatives or that was otherwise reviewed by us. With respect to the
financial projections furnished to us by the Company, we have assumed that they
have been reasonably prepared on a basis which reflects the best current
estimates and judgments of the management of the Company as to the future
operating and financial performance of the Company and relevant economic
conditions. We have not assumed
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any responsibility for making an independent evaluation of the Company's assets
or liabilities or for making any independent verification of any of the
information and projections reviewed by us.
Our opinion is necessarily based on economic, market, financial and other
conditions as they exist on, and on the information made available to us as of,
the date of our opinion. It should be understood that although subsequent
developments may affect our opinion, we do not have any obligation to update,
revise or reaffirm our opinion. Our opinion does not constitute a recommendation
to any holder of Shares as to how such holder should respond to the Tender Offer
or vote on the Merger. Except as required by applicable law, our opinion shall
not be disclosed publicly or made available to third parties except parties in
interest and advisors with respect to the Tender Offer and Merger without our
prior approval.
Based upon and subject to the foregoing and based upon such other matters
as we consider relevant, it is our opinion that as of the date hereof the $31.00
in cash to be received by the holders of the Shares in the Tender Offer and the
Merger is fair to such holders from a financial point of view.
Sincerely,
THE BRIDGEFORD GROUP
/s/ JOHN A. HERRMANN, JR.
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John A. Herrmann, Jr.
President and Chief Executive Officer
280 Park Avenue
New York, NY 10017
212-476-8600
Fax 212-476-8650
An IBJ Company
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