New Flyer Announces Adoption of Shareholder Rights Plan
Winnipeg, Manitoba, Canada – August 29, 2011 − (TSX:NFI, TSX:NFI.UN) New Flyer Industries Inc. (“NFI” or the “Company”) today announced the adoption by its Board of Directors (the “Board”) of a shareholder rights plan (the “SRP”). The SRP is effective immediately, and will be submitted for ratification by NFI’s shareholders at the previously announced special meeting to be held on September 30, 2011. If the SRP is not ratified by NFI’s shareholders, the SRP will terminate.
“The Board has adopted the SRP after determining that its implementation is in the best interests of the Company, its shareholders, employees and other stakeholders”, said Brian Tobin, the Company’s Chair of the Board. “The Board believes that if an unsolicited take-over bid is made, the SRP would be invaluable in providing the Board with sufficient time to explore and evaluate value maximizing alternatives”.
The primary objectives of the SRP are (i) to provide the Board with sufficient time to explore and develop alternatives for maximizing shareholder value if an unsolicited take-over bid is made for NFI, (ii) to provide all shareholders with an equal opportunity to participate in such a bid, and (iii) to ensure, to the extent possible, that all shareholders are treated fairly in connection with any take-over bid. The SRP is also intended to ensure that the holders of the remaining income deposit securities of the Company are included and fairly treated in the case of a takeover bid. The SRP has been prepared to meet the guidelines of ISS Corporate Services, Inc. and a number of leading Canadian institutional investors and is similar in structure to shareholders rights plans adopted by, and approved by the shareholders of, many Canadian public companies.
The Company is not aware of any pending or threatened take-over bid for its common shares.
The Toronto Stock Exchange has accepted NFI’s notice of filing of the SRP. The SRP will be available on SEDAR at www.sedar.com or upon request from the Company. A summary of the SRP will be included in the management information circular for the special meeting which will be sent to shareholders in due course.
About New Flyer
New Flyer is the leading manufacturer of heavy-duty transit buses in Canada and the United States. The Company’s three manufacturing facilities – in Winnipeg, MB; St. Cloud, MN; and Crookston, MN – are all ISO 9001, ISO 14001 and OHSAS 18001 certified. The Company currently operates a parts fabrication facility in Elkhart, IN and three parts distribution centers in Winnipeg, MB; Erlanger, KY; and Fresno, CA. A fourth PDC is expected to open in Ontario in 2011.
With a skilled workforce of over 2,000 employees, New Flyer is a technology leader, offering the broadest product line in the industry, including drive systems powered by clean diesel, LNG, CNG and electric trolley as well as energy-efficient diesel-electric hybrid vehicles. All products are supported with an industry-leading, comprehensive parts and service network. Further information is available on New Flyer’s web site at www.www.newflyer.com.
The Company’s common shares are traded on the TSX under the symbol NFI and the Company’s income deposit securities are traded on the TSX under the symbol NFI.UN.
This press release may contain forward-looking statements relating to expected future events and financial and operating results of the Company that involve risks and uncertainties. Although the forward-looking statements contained in this press release are based upon what management believes to be reasonable assumptions, investors cannot be assured that actual results will be consistent with these forward-looking statements, and the differences may be material. Actual results may differ materially from management expectations as projected in such forward-looking statements for a variety of reasons, including the risks and uncertainties discussed in the materials filed with the Canadian securities regulatory authorities and available on SEDAR at www.sedar.com. Due to the potential impact of these factors, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by applicable law.
For further information, please contact:
New Flyer Industries Inc.
Glenn Asham, Chief Financial Officer
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