EX-99.4 5 t15187exv99w4.htm EX-99.4 exv99w4
 

Exhibit 99.4

Please read the instructions accompanying this Notice of Guaranteed Delivery carefully before completing it. The Depositary (see the Letter of Transmittal and Cash Election Form for addresses and telephone numbers) or your broker or other financial advisor can assist you in completing this Notice of Guaranteed Delivery.

THIS IS NOT A LETTER OF TRANSMITTAL AND CASH ELECTION FORM

NOTICE OF GUARANTEED DELIVERY

for registered holders of

CLASS A SUBORDINATE VOTING SHARES

of

DECOMA INTERNATIONAL INC.

         This Notice of Guaranteed Delivery must be used by registered holders of Class A Subordinate Voting Shares (“Decoma Class A Subordinate Voting Shares”) of Decoma International Inc. (“Decoma”) in connection with the proposed privatization of Decoma by Magna International Inc. to be effected by way of a court-approved plan of arrangement (the “Arrangement”), if such Shareholders wish to make a Cash Election by surrendering their share certificates representing Decoma Class A Subordinate Voting Shares (“Share Certificates”) and such Share Certificates are not immediately available, or such Shareholders cannot deliver all other required documents to the Depositary, prior to 10:00 a.m. (Toronto time) on February 24, 2005 (the “Election Deadline”).

      The terms and conditions of the Arrangement, the Arrangement Agreement and the Letter of Transmittal and Cash Election Form are incorporated by reference into this Notice of Guaranteed Delivery.

      Capitalized terms used but not defined in this Notice of Guaranteed Delivery which are defined in the Decoma Management Information Circular/ Proxy Statement (the “Circular”) dated January 28, 2005 have the respective meanings ascribed to them in the Circular.

TO: Computershare Trust Company of Canada, the Depositary

         
By Ordinary Mail:   By Registered Mail, Hand Delivery or Courier:   To U.S. Forwarding Agent by Hand Delivery or Courier:
Computershare Trust Company of Canada
P.O. Box 7021
31 Adelaide St. E
Toronto, Ontario
M5C 3H2

Attn: Corporate Actions
  Computershare Trust Company of Canada
100 University Avenue
9th Floor
Toronto, Ontario
M5J 2Y1

Attn: Corporate Actions
  Computershare Trust Company of New York
Wall Street Plaza
88 Pine Street, 19th Floor
New York, NY
10005
Attn: Corporate Actions

Facsimile Transmission: (416) 981-9663

Any Shareholder who wishes, in respect of any Decoma Class A Subordinate Voting Share held by such Shareholder, to make a Cash Election but whose Share Certificates representing such shares are not available prior to the Election Deadline, or who is unable to deliver all other required documents to the Depositary, prior to the Election Deadline, may nevertheless surrender such shares and make a Cash Election provided that all of the following conditions are met:

  (a) the surrender of the holder’s Decoma Class A Subordinate Voting Shares is made by or through an Eligible Institution (as defined below);
 
  (b) this Notice of Guaranteed Delivery or an originally executed facsimile copy hereof, properly completed and duly executed, including a guarantee by an Eligible Institution in the form set out below, is received by the Depositary at one of the addresses or the fax number set out above prior to the Election Deadline; and


 

  (c) the Share Certificate(s) representing the surrendered Decoma Class A Subordinate Voting Shares, together with the Letter of Transmittal and Cash Election Form, properly completed and duly executed with any required signature guarantees, covering the surrendered Decoma Class A Subordinate Voting Shares and all other documents required by the Letter of Transmittal and Cash Election Form, are received by the Depositary prior to 10:00 a.m. (Toronto time) on the third trading day on the Toronto Stock Exchange following the Election Deadline.

      This Notice of Guaranteed Delivery may be delivered by hand or transmitted by facsimile or mail to the Depositary at one of the addresses or the fax number set out above and must include a guarantee by an Eligible Institution in the form set out below.

      An “Eligible Institution” means a Canadian Schedule I chartered bank, a major trust company in Canada, a member of the Securities Transfer Agents Medallion Program (STAMP), a member of the Stock Exchange Medallion Program (SEMP), a member of the New York Stock Exchange, Inc. Medallion Signature Program (MSP), or an institution that is otherwise an “eligible guarantor institution” (as such term is defined in Rule 17Ad-15 under the U.S. Securities Exchange Act of 1934).

      Delivery of this Notice of Guaranteed Delivery and the Letter of Transmittal and Cash Election Form and accompanying Share Certificates to any office other than the offices of the Depositary does not constitute delivery for the purposes of satisfying a guaranteed delivery.

      This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on the Letter of Transmittal and Cash Election Form is required to be guaranteed by an Eligible Institution under the instructions thereto, such signature must appear in the applicable space in the Letter of Transmittal and Cash Election Form.

      Do not send Share Certificates with this Notice of Guaranteed Delivery. Share Certificates must be sent with your Letter of Transmittal and Cash Election Form.

TO:          Magna International Inc. (“Magna”)

AND TO:    1265058 Ontario Inc. (“Magna Subco”)

AND TO:    Decoma International Inc. (“Decoma”)

AND TO:    Computershare Trust Company of Canada (the “Depositary”)

      The undersigned registered holder of the Decoma Class A Subordinate Voting Shares set out below hereby surrenders and delivers to you, upon the terms and subject to the conditions set out in the Plan of Arrangement, the Arrangement Agreement and the Letter of Transmittal and Cash Election Form, receipt of which is hereby acknowledged, the Decoma Class A Subordinate Voting Shares set out below, pursuant to the guaranteed delivery procedures set out in Instruction 2 of the Letter of Transmittal and Cash Election Form (“Procedure for Guaranteed Delivery”).

         

Name and Address(es) of Number of Decoma Class A
Registered Holder(s) Certificate Number(s) Subordinate Voting Shares Surrendered





 
TOTAL: 
       
       

(Please print or type. If space provided is insufficient, please attach a list to this Notice of Guaranteed Delivery in the above format.)


 

BOX A
CASH ELECTION

If you are making a Cash Election in respect of any of your Decoma Class A Subordinate Voting Shares, check the appropriate box and, if applicable, indicate the number of Decoma Class A Subordinate Voting Shares in respect of which you are making a Cash Election in the space provided below.

o   The undersigned hereby elects to receive Cash Elected Consideration (in Canadian currency) in respect of ALL Decoma Class A Subordinate Voting Shares held by the undersigned.
 
o   The undersigned hereby elects to receive Cash Elected Consideration (in Canadian currency) in respect of _________________________ Decoma Class A Subordinate Voting Shares held by the undersigned.

     

 
Signature(s) of Shareholder(s)
  Address(es)
 

 
Name (please print or type)
   
 

 
Date
  Zip Code/Postal Code
 
   
    Telephone Number (business hours)


 

GUARANTEE
(Not to be used for signature guarantee)

          The undersigned, an Eligible Institution, guarantees delivery to the Depositary, at its address set forth herein, of the certificate(s) representing the Decoma Class A Subordinate Voting Shares surrendered hereby in proper form for transfer, together with a Letter of Transmittal and Cash Election Form (or a facsimile thereof), properly completed and duly executed with any required signature guarantees and all other documents required by the Letter of Transmittal and Cash Election Form at or prior to 10:00 a.m. (Toronto time) on the third trading day on the Toronto Stock Exchange following the Election Deadline.

     

 
Name of Firm
  Authorized Signature
 

 
Address of Firm
  Name (please print)
 

 
    Title
 

 
Zip Code/Postal Code
  Date
 

   
Telephone Number