Auto Industry

Shareholders appealing Ford court decision


By GREG KEENAN
AUTO INDUSTRY REPORTER
Thursday, February 19, 2004 - Page B11

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Minority shareholders of Ford Motor Co. of Canada Ltd. are appealing a court decision that increased the amount of money the auto maker's parent company paid them as part of a buyout in 1995, but was considerably less than the amount they had sought.

The Ontario Municipal Employees Retirement Board (OMERS) and other minority shareholders want the Ontario Court of Appeal to overturn a ruling that the minority shareholders are entitled to $207 a share or $259.36 a share -- depending on how long they've owned the stock -- versus the $185 a share originally offered to them when parent Ford Motor Co. bought out the minority shareholders in 1995.

All shareholders are entitled to the same amount, OMERS said in its appeal of a decision by Mr. Justice Peter Cumming of the Ontario Superior Court, who ruled last month after a nine-year legal battle.

The case centred on Ford Canada's transfer pricing system, or what its U.S. parent paid for vehicles and parts that were manufactured in Canada then shipped south, and what the Canadian unit was charged for similar purchases from Ford Motor.

The key issue was whether the transfer pricing system unfairly prejudiced the rights of minority shareholders.

Judge Cumming ruled that minority shareholders' rights were oppressed, but the Limitations Act meant damages could only be applied as far back as 1994.

In addition, he said Ford Canada minority shareholders should have known as early as 1984 that the transfer pricing system was a problem.

"There is no evidence to support the finding of the trial judge or alternatively the trial judge drew unreasonable inferences in finding that the improper transfer pricing system between Ford Canada and Ford U.S. would reasonably be known and discoverable by financial analysts and the OMERS defendants by 1984," the giant pension fund said in a notice of appeal.

A valuation expert who prepared a report for OMERS placed a value of $642.50 on the shares.

Judge Cumming's ruling meant Ford Canada would pay out at least another $6.05-million to the shareholders.

Ford Canada said it has not decided whether it will also appeal.








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