WINNIPEG, Sept. 3 /CNW/ - (TSX:NFI.UN) New Flyer Industries Inc. ("NFI")
and New Flyer Industries Canada ULC ("NFI ULC", together with NFI, the
"Issuer") are pleased to announce today that they have closed the previously
announced offering of 9,143,100 Income Deposit Securities ("IDSs") at $11.20
each to raise gross proceeds of approximately C$102.4 million on a bought deal
basis. The underwriting syndicate was led by CIBC World Markets Inc. and BMO
Capital Markets Inc.
Net proceeds from the offering were used today to purchase for
cancellation all of the Class B and Class C common shares of NFI's subsidiary,
New Flyer Holdings, Inc. ("NFL Holdings"), held by New Flyer Transit, L.P.
This was New Flyer Transit, L.P.'s final exercise of its liquidity rights
pursuant to the securityholders' agreement governing NFL Holdings. As a
result, NFI now holds an approximate 95% economic and voting interest in NFL
Holdings, with the remaining interest being held indirectly by management.
Concurrent with the closing of the offering, Messrs. Ira Kleinman and Richard
Moreau, both representatives of New Flyer Transit, L.P., resigned from the
boards of the Issuer and its subsidiaries, as applicable. Following closing,
New Flyer Transit, L.P. no longer has representation on the board of the
Issuer or its subsidiaries and ceases to have approval rights over matters
relating to New Flyer's business that were previously provided under the NFL
Holdings' securityholders' agreement.
In connection with the termination of New Flyer Transit, L.P.'s
shareholding position in NFL Holdings and the departure of Messrs. Kleinman
and Moreau from their board positions, the Issuer has streamlined its board
composition. Mr. Larry Edwards, a current director of NFL Holdings, has been
appointed as a director of NFI and NFI ULC to fill the vacancy left by Mr.
Kleinman and Mr. Wayne Berman has resigned from the board of NFL Holdings. The
boards of NFI and NFI ULC now consist of Messrs. Brian Tobin (Chairman), Wayne
McLeod, V. James Sardo, Larry Edwards and John Marinucci. The boards of NFL
Holdings and NFI's other subsidiaries will consist of nominees of NFI.
Concurrent with the offering, NFI ULC also sold, by way of a private
placement to exempt purchasers, approximately C$5.1 million aggregate
principal amount of 14% subordinated notes of NFI ULC separately from the
IDSs. The proceeds from the offering of separate subordinated notes will be
used for general corporate purposes.
New Flyer's IDSs are listed on the Toronto Stock Exchange under the
The securities to be offered have not been and will not be registered
under the United States Securities Act of 1933, as amended (the "U.S.
Securities Act"), and may not be offered or sold within the United States or
to, or for the account or benefit of, U.S. persons except in certain
transactions exempt from the registration requirements of the U.S. Securities
Act. This press release does not constitute an offer to sell or the
solicitation of any offer to buy securities in the United States, or in any
jurisdiction in which the offer, solicitation or sale would be unlawful.
New Flyer is the leading manufacturer of heavy-duty transit buses in the
United States and Canada and a leading provider of aftermarket services. New
Flyer has the broadest range of products in the heavy-duty transit bus
industry and provides its products and services to the majority of the largest
transit authorities in North America.
This press release may contain forward-looking statements relating to
expected future events and financial and operating results of NFI and NFI ULC
that involve risks and uncertainties. Actual results may differ materially
from management expectations as projected in such forward-looking statements
for a variety of reasons, including market and general economic conditions and
the risks and uncertainties detailed in the Issuer's publicly-filed documents
with the Canadian securities regulatory authorities. Due to the potential
impact of these factors, NFI and NFI ULC disclaim 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:
For further information: New Flyer Industries Inc., Glenn Asham, Chief
Financial Officer, Tel: (204) 224-1251