SEC Company Response from MAGNA INTERNATIONAL (MGA) — Sep 4, 2007

MAGNA INTERNATIONAL INC
Date: Sept. 4, 2007 · CIK: 0000749098 · Accession: 0000905148-07-005915

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Date

Sept. 4, 2007

Author

Not clearly detected

Form

CORRESP

Company

MAGNA INTERNATIONAL INC

Letter

VIA EDGAR United States Securities and Exchange Commission Re: Magna International Inc. Schedule TO-I filed August 14, 2007 – Draft Notice of Variation File No. 5-43799

Dear Mr. Pressman:

Further to our conversation of earlier today, please find enclosed a draft Notice of Variation in connection with the tender offer (the “Offer”) by Magna International Inc. (the “Company”) for its Class A Subordinate Voting Shares (the “Shares”) for your review. We believe these amendments conform the Offer to the Alliance Semiconductor no-action letter (available September 22, 2006).

Please contact me at (212) 839-5404 at your earliest convenience to discuss this matter as the Company would like to file the Notice of Variation no later than September 6, 2007 so that it will not be required to extend the Offer.

Yours truly,

/s/ Asi Kirmayer

Asi Kirmayer

cc:

Mr. Jeffrey O. Palmer, Magna International Inc.

Ms. Jean Fraser, Osler Hoskin & Harcourt LLP

Sidley Austin LLP is a limited liability partnership practicing in affiliation with other Sidley Austin partnerships

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COVER
2
filename2.htm

    efc7-2229_6323861cover.htm

                SIDLEY
                  AUSTIN LLP

                787
                  SEVENTH AVENUE

                NEW
                  YORK, NY  10019

                (212)
                  839 5300

                (212)
                  839 5599 FAX

                BEIJING

                BRUSSELS

                CHICAGO

                DALLAS

                FRANKFURT

                GENEVA

                HONG
                  KONG

                LONDON

                  FOUNDED
                    1866

                LOS
                  ANGELES

                NEW
                  YORK

                SAN
                  FRANCISCO

                SHANGHAI

                SINGAPORE

                SYDNEY

                TOKYO

                WASHINGTON,
                  D.C.

      September
        4, 2007

    VIA
      EDGAR

    Mr.
      Michael Pressman

    Special
      Counsel, Office of Mergers and Acquisitions

    United
      States Securities and Exchange Commission

    100
      F.
      Street, N.E.

    Washington
      D.C. 20549-0303

              Re:

              Magna
                International Inc.

                Schedule
                  TO-I filed August 14, 2007 – Draft Notice of Variation

                File
                  No. 5-43799

    Dear
      Mr.
      Pressman:

    Further
      to our conversation of earlier today, please find enclosed a draft Notice of
      Variation in connection with the tender offer (the “Offer”) by Magna
      International Inc. (the “Company”) for its Class A Subordinate Voting
      Shares (the “Shares”) for your review.  We believe these
      amendments conform the Offer to the Alliance Semiconductor no-action letter
      (available September 22, 2006).

    Please
      contact me at (212) 839-5404 at
      your earliest convenience to discuss this matter as the Company would like
      to
      file the Notice of Variation no later than September 6, 2007 so that it will
      not
      be required to extend the Offer.

                        Yours
      truly,

                        /s/
      Asi
      Kirmayer

                        Asi
      Kirmayer

              cc:

              Mr.
                Jeffrey O. Palmer, Magna International Inc.

                Ms.
                  Jean Fraser, Osler Hoskin & Harcourt
                  LLP

    Sidley
      Austin LLP is a limited liability
      partnership practicing in affiliation with other Sidley Austin
      partnerships

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