Attached files
file | filename |
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8-K - FORM 8-K - BREEZE-EASTERN CORP | y92062e8vk.htm |
EX-4.1 - EX-4.1 - BREEZE-EASTERN CORP | y92062exv4w1.htm |
EX-3.1 - EX-3.1 - BREEZE-EASTERN CORP | y92062exv3w1.htm |
Exhibit 99.1
BREEZE-EASTERN CORPORATION ADOPTS SHAREHOLDER
RIGHTS PLAN
RIGHTS PLAN
WHIPPANY, N.J., Breeze-Eastern Corporation (NYSE Amex:BZC), a leading designer and
manufacturer of high performance lifting and pulling devices for military and civilian aircraft,
including rescue hoists, winches and cargo hooks, and weapons-lifting systems, announced today that
its Board of Directors has adopted a Shareholder Rights Plan (the Rights Plan). The Rights Plan
has been adopted to ensure the fair treatment of all shareholders in connection with any take-over
bid for the common stock of the Company. The Rights Plan seeks to provide shareholders with
adequate time to properly assess a take-over bid without undue pressure. It also is intended to
provide the Board of Directors with time to fully consider an unsolicited take-over bid and, if
appropriate, to take requisite action to maximize shareholder value.
The Rights Plan was unanimously approved by the Board of Directors. It is not being adopted in
response to any proposal to acquire control of the Company, however, the Board of Directors has
recognized that there are certain concentrations of ownership of the common stock of the Company
and deemed it to be in the best interests of the Companys shareholders to take action which would
protect the interests of the minority shareholders of the Company in a transaction involving a
change of control of the Company.
The terms of the Rights Plan provide for the Companys shareholders to receive one right for each
outstanding common share held. In general, the rights will become exercisable if a person or group
acquires 10% or more of the Companys common stock or announces a tender offer or exchange offer
for 10% or more of the Companys common stock. The Rights Plan grandfathers in the existing
interest of shareholders who currently own in excess of 10%, but would be triggered by any
additional purchases.
When the rights initially become exercisable, as described above, each holder of a Right will be
allowed to purchase one one-thousandth of a share of a newly created series of the Companys
preferred shares at an exercise price of $14.00. However, if a person acquires 10% or more of the
Companys common stock in a transaction that was not approved by the Board of Directors, each right
would entitle the holder (other than such an acquiring person) to purchase common stock in an
amount equivalent to the exercise price at a 75% discount to the market price of the Companys
common stock at that time the rights Plan is triggered.
The rights will expire on July 18, 2014. The Company may redeem the rights for $0.01 each at any
time until the tenth business day following public announcement that a person or group has acquired
10% or more of its outstanding common stock or one of the grandfathered common stock holders has
purchased additional common stock.
The Rights Plan will terminate if it is not ratified by the Companys shareholders within 12 months
of its adoption. The Company intends to submit the Rights Plan for approval by its shareholders at
its 2011 Annual Meeting of Shareholders.
A summary of the Rights Plan will be included in a Current Report on Form 8-K to be filed by
Breeze-Eastern Corporation with the Securities and Exchange Commission.
About Breeze-Eastern Corporation
Breeze-Eastern Corporation (http://www.breeze-eastern.com) is the worlds leading designer and
manufacturer of high performance lifting and pulling devices for military and civilian aircraft,
including rescue hoists, winches and cargo hooks, and weapons-lifting systems. The Company employs
approximately 160 people at its facilities in Whippany, New Jersey.
Safe Harbor
Certain statements contained in this press release are forward-looking statements within the
meaning of applicable federal securities laws, including, without limitation, anything relating or
referring to future financial results and plans for future business development activities, and are
thus prospective. Forward-
looking statements are inherently subject to risks and uncertainties, some of which cannot be
predicted or quantified based on current expectations. Such risks and uncertainties include,
without limitation, the risks and uncertainties set forth from time to time in reports filed by the
Company with the Securities and Exchange Commission. Although the Company believes that the
expectations reflected in such forward-looking statements are reasonable, it can give no assurance
that such expectations will prove to be correct. Consequently, future events and actual results
could differ materially from those set forth in, contemplated by, or underlying the forward-looking
statements contained herein. The Company undertakes no obligation to correct or update any
forward-looking statements, whether as a result of new information, future events or otherwise.