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Holding company withdraws bid to unseat Martinrea board

A group of dissident shareholders had insisted that the Martinrea board, including chairman Rob Wildeboer, must be replaced.

Fernando Morales/The Globe and Mail

The former vice-chairman of Martinrea International Inc. has withdrawn his bid to unseat the board of directors of the auto parts company.

Nat Rea, who was waging a proxy fight to change the board and install long-time Magna International Inc. senior executive Fred Gingl as chief executive officer of Martinrea, ended the battle eight days before it was scheduled to come to a head next week at Martinrea's annual meeting.

Mr. Rea "would like to see all the outstanding issues resolved before he is prepared to take a seat on the board," his company Rea Holdings Corp. said in a two-paragraph news release issued Wednesday. "He will continue his fight for the rights of all shareholders from outside the directors' suite."

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He is suing the company, its chairman Rob Wildeboer, its current chief executive officer Nick Orlando and former directors and officers. They have filed a counter claim against him.

The proxy fight, court battle and investigations into allegations raised in the legal dispute have roiled the company since last fall.

Martinrea, which is now Canada's third-largest parts company by revenue, was created in 2002 when a company called Royal Laser Tech Corp., which was run by Mr. Wildeboer, Mr. Orlando and the late Fred Jaekel – all former senior Magna executives – bought Mr. Rea's Rea International Inc.

But the partnership began falling apart in the mid-2000s, court filings show. Mr. Rea was proposing to replace the current board with five new directors, including Mr. Gingl, and sell off assets to pay down debt.

But since the proxy battle began earlier this year, the company had already appointed two new, independent directors and is asking shareholders to approve the addition of former Ontario Economic Development Minister Sandra Pupatello at the meeting next week Thursday.

Martinrea, which has operations in Canada, the United States, Mexico and Europe, makes stamped metal parts and fluid management components.

The company posted revenue of $3.22-billion last year, which generated profit of $16.9-million.

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