Azure Dynamics Announces Adoption of Shareholder Rights Plan



    OAK PARK, MI, May 5 /CNW/ - Azure Dynamics Corporation (TSX: AZD) -
("Azure") or (the "Company"), a leading developer of innovative hybrid green
technologies that address environmental and cost issues for operators of
commercial vehicle fleets, today announced that its board of directors (the
"Board") has approved the adoption of a shareholder rights plan (the "Rights
Plan"), effective immediately, subject to acceptance by the Toronto Stock
Exchange.
    The Rights Plan is designed to encourage the fair treatment of Azure's
shareholders should a take-over bid be made for Azure by providing the Board
and the shareholders with more time to evaluate any unsolicited take-over bid
and, if appropriate, to pursue alternatives to maximize shareholder value. The
Rights Plan has not been adopted in response to any specific proposal to
acquire control of Azure and Azure is not aware of any such proposal.
    The Rights Plan is effective immediately, but it must be ratified by
shareholders of Azure within six months. Shareholders will be asked to ratify
and approve the Rights Plan at the annual and special meeting of shareholders
of Azure to be held on June 9, 2009 (the "Meeting"). If ratified, the Rights
Plan will remain in effect until the close of business on the date of
termination of the annual meeting of shareholders in 2012, subject to earlier
termination or expiration of the Rights Plan in accordance with its terms. The
Rights Plan must be ratified by a majority of the votes cast at the Meeting by
independent shareholders. If the Rights Plan is not ratified at the Meeting,
all rights issued pursuant to the Rights Plan and the Rights Plan will
terminate and be null and void and of no further force and effect.
    The Rights Plan is similar to rights plans adopted by other Canadian
corporations. Subject to the terms of the Rights Plan, the rights issuable
under the Rights Plan will become exercisable where a party, together with any
parties related to it, acquires or announces its intention to acquire 20% or
more of Azure's outstanding shares without complying with the "Permitted Bid"
provisions of the Rights Plan or without approval of the Board. Rights holders
(other than the acquiring person and related persons) can purchase shares of
Azure at half the prevailing market price at the time the rights become
exercisable.
    The Rights Plan is not intended to prevent take-over bids. Under the
Rights Plan, a bid that, among other things, is made to all shareholders on
identical terms and conditions and that is open for at least 60 days may
constitute a "Permitted Bid".
    The Rights Plan is available at www.sedar.com or on request from the
Company.
    For more information about Azure Dynamics and its family of hybrid
electric and electric commercial vehicles, please visit www.azuredynamics.com.

    About Azure Dynamics

    Azure Dynamics Corporation (TSX: AZD) is a world leader in the
development and production of hybrid electric and electric components and
powertrain systems for commercial vehicles. Azure is strategically targeting
the commercial delivery vehicle and shuttle bus markets and is currently
working internationally with various partners and customers. The Company is
committed to providing customers and partners with innovative, cost-efficient,
and environmentally friendly energy management solutions.
    For more information, please visit www.azuredynamics.com.

    
    The TSX Exchange does not accept responsibility for the adequacy or
    accuracy of this release.
    

    Forward-looking Statements

    This press release contains forward-looking statements. More
particularly, this press release contains statements concerning Azure's
business development strategy, projected commercial revenues and product
deliveries.
    The forward-looking statements are based on certain key expectations and
assumptions made by Azure, including expectations and assumptions concerning
achievement of current timetables for development programs, target market
acceptance of Azure's products, current and new product performance,
availability and cost of labour and expertise, and evolving markets for power
for transportation vehicles. Although Azure believes that the expectations and
assumptions on which the forward-looking statements are based are reasonable,
undue reliance should not be placed on the forward-looking statements because
Azure can give no assurance that they will prove to be correct. Since
forward-looking statements address future events and conditions, by their very
nature they involve inherent risks and uncertainties. Actual results could
differ materially from those currently anticipated due to a number of factors
and risks. These include, but are not limited to, the risks associated with
Azure's early stage of development, lack of product revenues and history of
losses, requirements for additional financing, uncertainty as to commercial
viability, uncertainty as to product development and commercialization
milestones being met, uncertainty as to the market for Azure's products and
unproven acceptance of Azure's technology, competition for capital, product
market and personnel, uncertainty as to target markets, dependence upon third
parties, changes in environmental laws or policies, uncertainty as to patent
and proprietary rights, availability of management and key personnel, and
acquisition integration risk. These risks are set out in more detail in
Azure's annual information form which can be accessed at www.sedar.com.
    The forward-looking statements contained in this press release are made
as of the date hereof and Azure undertakes no obligation to update publicly or
revise any forward-looking statements or information, whether as a result of
new information, future events or otherwise, unless so required by applicable
securities laws.





For further information:

For further information: Ryan Carr, Chief Financial Officer, (248)
298-2403, Email: rcarr@azuredynamics.com; Pat Liebler, Liebler Group, (313)
832-4376, Email: pat@lieblergroup.com

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AZURE DYNAMICS CORPORATION

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