Azure Dynamics Announces Amendments to Shareholder Rights Plan

    OAK PARK, MI, June 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, effective immediately but
subject to acceptance by the Toronto Stock Exchange, it has elected to make
certain minor amendments to the Company's shareholder rights plan (the "Rights
Plan") which is to be placed before shareholders for their approval at the
Company's upcoming annual and special meeting of shareholders to be held on
June 9, 2009 (the "Meeting").
    The amendments to the original Rights Plan, as described in the Company's
Management Proxy Circular dated May 5, 2009 and filed on SEDAR at, can be summarized as follows:

    1.  The definition of "Associate" contained in the Rights Plan has been
        revised so as to no longer include any trust or estate in which a
        specified Person (as defined in the Rights Plan) has a substantial
        beneficial interest or as to which such specified Person serves as a
        trustee or in a similar capacity.

    2.  Any exchange, pursuant to Section 3.3(a) of the Rights Plan, of
        Rights (as defined in the Rights Plan) which are outstanding and not
        void under the Rights Plan following the occurrence of a Flip-in
        Event (as defined in the Rights Plan) for debt, equity or other
        securities or assets (or a combination thereof) will, under the
        amended Rights Plan, no longer be at the sole option of the board of
        directors of the Company, but will instead require the prior consent
        of the holders of Rights.

    The amendments to the Rights Plan described above have been made at the
request of an institutional shareholder who holds a significant number of the
Company's shares and are intended to make the Rights Plan more consistent with
what are considered by institutional investors to be best practices in
shareholder rights plans. A copy of the amended Rights Plan will be filed on
SEDAR at today.
    The Rights Plan, as amended, 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, as amended, at the Meeting. If
ratified, the Rights Plan, as amended, 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, as amended, must be ratified by a
majority of the votes cast at the Meeting by independent shareholders. If the
Rights Plan, as amended, 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.
    For more information about Azure Dynamics and its family of hybrid
electric and electric commercial vehicles, please visit

    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

    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
    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
    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:; Pat Liebler, Liebler Group, (313)
832-4376, Email:

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