New Flyer Reminds IDS Holders of Non-Cash Rights Offering Expiry Date of August 18, 2011
Winnipeg, Manitoba, Canada – August 8, 2011 − (TSX:NFI.UN) New Flyer Industries Inc. (“NFI”) and New Flyer Industries Canada ULC (“NFI ULC”) (together, “New Flyer”) would like to remind holders of its income deposit securities (“IDSs”) that NFI’s non-cash rights offering (the “Offering”) expires on August 18, 2011 at 5:00 p.m. Eastern Time.
Investors in New Flyer hold IDSs consisting of one common share (“Share”) and C$5.53 principal amount of 14% subordinated notes of NFI ULC (“Subordinated Notes”). Pursuant to the Offering, NFI shareholders of record on July 20, 2011 received one right (“Right”) entitling holders to subscribe for and purchase nine (9) additional Shares, such that a holder exercising a Right following completion of the Offering will hold ten (10) Shares. Each Right is exercisable only on delivery of the Subordinated Note forming part of the IDS. No cash payment is required to exercise the Rights. Following the completion of the Offering, New Flyer intends to propose a 10:1 consolidation of the Shares at a meeting of shareholders.
Holders of Shares (including holders of IDSs) are reminded that should they fail to exercise all of their Rights they will experience material ownership dilution and an immediate loss of equity value as a result of the exercise of Rights by others.
The Board of Directors of NFI recommends that holders of Shares (including holders of IDSs) exercise their Rights.
In order to exercise their Rights, holders must contact their investment advisors or intermediary broker dealers and provide instructions.
Investment advisors and intermediary broker dealers will have earlier deadlines for the receipt of instructions to exercise Rights to ensure they meet the August 18, 2011 expiry date. Therefore, holders are urged to provide instructions to exercise their Rights to their investment advisors or intermediary broker dealers well in advance of the August 18, 2011 expiry date. All holders of IDSs who are residents of Canada or residents of the United States are eligible to participate in the Offering. Investment advisors and intermediary broker dealers experiencing any difficulty in executing IDS holders’ instructions to exercise Rights are encouraged to contact the Dealer Manager, BMO Capital Markets, by telephone at 1-855-666-4355 for assistance.
Holders of IDSs do not need to separate their IDSs in order to exercise their Rights. Holders who have separated their IDSs may still participate in the Offering, provided the holder continues to hold the Right and the Subordinated Note required to satisfy the subscription price of the Offering.
Investors with any questions regarding the Offering can contact the Dealer Manager, BMO Capital Markets, via the New Flyer non-cash rights offering enquiries line at 1-855-666-4355 or Georgeson Shareholder Communications Canada Inc. at 1-866-676-2882.
Further details concerning the Offering and the procedures to be followed by holders of IDSs are contained in the final short form prospectus dated July 7, 2011, as amended by Amendment No. 1 to the final short form prospectus dated July 21, 2011 (together, the “Prospectus”). Copies of the Prospectus may be obtained from the Dealer Manager or are available electronically from New Flyer’s website at www.www.newflyer.com or electronically under New Flyer’s name at www.sedar.com.
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. The Company’s income deposit securities are traded on the TSX under the symbol NFI.UN. Further information is available on New Flyer’s web site at www.www.newflyer.com.
Certain statements in this press release are “forward-looking statements”, which reflect the expectations of management regarding New Flyer’s future growth, results of operations, performance and business prospects and opportunities. The words “believes”, “anticipates”, “plans”, “expects”, “intends”, “projects”, “estimates” and similar expressions are intended to identify forward-looking statements. These forward-looking statements reflect management’s current expectations regarding future events and operating performance and speak only as of the date of this press release. Forward-looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not or the times at or by which such performance or results will be achieved. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements. Such differences may be caused by factors which include, but are not limited to, the ability to complete the conversion to a common share structure, competition in the heavy-duty transit bus industry, availability of funding to New Flyer’s customers to purchase buses, parts or services at current levels or at all, competition and aggressive and reduced pricing in the industry, material losses and costs may be incurred as a result of product warranty issues, material losses and costs may be incurred as a result of product liability claims, changes in Canadian or United States tax legislation, reliance on a limited number of key executives who New Flyer may not be able to adequately replace in the event that they leave New Flyer, the absence of fixed term customer contracts and the termination of contracts by customers for convenience, the current “Buy-America” legislation and the Ontario government’s Canadian content purchasing policy may change and/or become more onerous, production delays may result in liquidated damages under New Flyer’s contracts with its customers, New Flyer’s ability to execute its planned production targets as required for current business and operational needs, New Flyer’s ability to generate cash from the planned reduction in excess work in process, currency fluctuations could adversely affect New Flyer’s financial results or competitive position in the industry, New Flyer may not be able to maintain performance bonds or letters of credit required by its existing contracts or obtain performance bonds and letters of credit required for new contracts, third party debt service obligations may have important consequences to New Flyer, the covenants contained in NFI ULC’s senior credit facility and subordinated note indenture could impact the ability of New Flyer to continue to fund distributions and take certain other actions, interest rates could change substantially and materially impact New Flyer’s profitability, the dependence on limited sources of supply, the timely supply of materials from suppliers, the possibility of fluctuations in the market prices of the pension plan investments and discount rates used in the actuarial calculations will impact pension expense and funding requirements, New Flyer’s profitability and performance can be adversely affected by increases in raw material and component costs, the availability of labour could have an impact on production levels, the ability of New Flyer to successfully execute strategic plans and maintain profitability and risks related to acquisitions. New Flyer cautions that this list of factors is not exhaustive. These factors and other risks and uncertainties are discussed in New Flyer’s press releases and materials filed with the Canadian securities regulatory authorities (including the Prospectus discussed in this press release) and are available on SEDAR at www.sedar.com.
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. These forward-looking statements are made as of the date of this press release and New Flyer assume no obligation to update or revise them to reflect new events or circumstances, except as required by applicable securities laws.
For further information, please contact:
New Flyer Industries Inc.
Glenn Asham, Chief Financial Officer