New Flyer Announces Shareholder Approval of Share Consolidation and Shareholder Rights Plan
Winnipeg, Manitoba, Canada – September 30, 2011 − (TSX:NFI, TSX:NFI.UN) New Flyer Industries Inc. (“NFI” or the “Company”) announces that, at a special meeting of its shareholders (the “Special Meeting”) held earlier today, shareholders approved the consolidation of the issued and outstanding common shares of the Company (the “Shares”) on the basis of one post-consolidation Share for every ten pre-consolidation Shares held. NFI also filed articles of amendment today to implement the Share consolidation. The Company anticipates that the post-consolidation Shares will begin trading on the Toronto Stock Exchange (the “TSX”) under the existing symbol “NFI” on or about Wednesday October 5, 2011. The Share consolidation has reduced the number of Shares outstanding from 443,790,704 to 44,379,070 (including 555,185 Shares held in the form of an income deposit security (“IDS”) of NFI and New Flyer Industries Canada ULC (“NFI ULC”)).
To reflect the 10:1 Share consolidation, the previously announced September dividend, payable on October 17, 2011 to shareholders of record on September 30, 2011, of C$0.007167 per Share will be adjusted to C$0.07167 per Share, and the ratio of Shares and principal amount of subordinated notes of NFI ULC representing an IDS will also be adjusted such that each IDS now represents: (i) one Share; and (ii) C$55.30 principal amount of subordinated notes of NFI ULC. It is anticipated that the adjusted IDSs will continue to be listed on the TSX and will begin trading on the TSX under the existing symbol “NFI.UN” on or about Wednesday October 5, 2011. There however is no assurance that the listing of the IDSs will continue.
The Company is also pleased to announce the ratification of its shareholder rights plan (the “SRP”) by the Company’s shareholders at the Special Meeting. 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 IDSs of the Company are included and fairly treated in the case of a takeover bid. The Company is not aware of any pending or threatened take-over bid for its common shares or IDSs.
More information regarding the impact of the share consolidation, the potential de-listing of the IDSs and a summary of the SRP can be found in the Company’s management information circular dated August 29, 2011. The information circular and the SRP are available on the Company’s website at www.www.newflyer.com or on SEDAR at www.sedar.com.
The dividends on the Shares (including those Shares forming part of the IDSs) are designated as “eligible dividends” for purposes of the enhanced dividend tax credit rules contained in the Income Tax Act (Canada) and any corresponding provincial and territorial tax legislation.
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 Shares are traded on the TSX under the symbol NFI and the IDSs 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
In The News
New Flyer will provide 14 ebuses and charging infrastructure to Central Ohio Transit Authority
In The News
Winnipeg starts massive zero-emission transit transition with order for 16 New Flyer buses
In The News
New Flyer will deliver 46 e-buses to Metro Transit for the city of Madison, USA