/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
DETROIT, March 2, 2012 /CNW/ - Azure Dynamics Corporation (the "Company" or "Azure") (TSX: AZD)(OTC: AZDDF), a world leader in the development and production of hybrid electric, and electric components and powertrain systems for commercial vehicles, is pleased to announce that effective March 19, 2012, the Company will be consolidating its common share capital on the basis of one (1) post-consolidation common share for every forty (40) pre-consolidation common shares held.
The share consolidation was approved by shareholders of the Company at the Company's Special Meeting of Shareholders held on August 19, 2011. The Company's name and trading symbol will remain unchanged. A new CUSIP number will be obtained to replace the old CUSIP number 05500N103 in order to distinguish preconsolidation common shares and post-consolidation common shares.
The Company currently has 787,775,846 common shares and 33,838,750 warrants outstanding. It is expected that the Company will have approximately 19,694,396 common shares and 845,968 warrants outstanding after the consolidation. The consolidation has been conditionally approved by the Toronto Stock Exchange (the "TSX") and it is anticipated that the common shares will begin trading on the TSX on a consolidated basis on or about March 22, 2012.
Letters of transmittal with respect to the consolidation will be mailed out to all of the Company's registered shareholders on or about March 19, 2012. All registered shareholders of the Company will be required to send their certificates representing pre-consolidation common shares with a properly executed letter of transmittal to the Company's transfer agent, Equity Financial Trust Company in Toronto, Ontario ("Equity") (Shareholder Services - Local (Toronto) 416-361-0152, Toll Free (North America) 1-866-393-4891, or at [email protected]). Additional copies of the letter of transmittal can be obtained through Equity. All shareholders who duly complete letters of transmittal and submit their pre-consolidation common share certificates to Equity will receive new share certificates representing the number of post-consolidation common shares to which they are entitled to pursuant to the terms of the consolidation.
No fractional post-consolidation common shares will be issued pursuant to the consolidation. Any such fractional Common Shares will be deemed to be a subscription for the next smallest whole number of Common Shares and no cash consideration will be paid in respect of fractional common shares. The exercise price and the number of common shares issuable under any of the Company's outstanding warrants will be proportionately adjusted upon the consolidation.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.
ANY SECURITIES REFERRED TO HEREIN WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "1933 ACT") AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO A U.S. PERSON IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT. NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.
About Azure Dynamics
Azure Dynamics Corporation (TSX: AZD)(OTC: AZDDF) is a world leader in the development and production of hybrid electric and electric components and powertrain systems for light and medium duty commercial vehicles. Azure is strategically targeting the commercial delivery vehicle and shuttle bus markets and is currently working internationally with a variety of 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 does not accept responsibility for the adequacy or accuracy of this release.
# # #
This press release contains forward-looking statements. More particularly, this press release contains statements concerning a proposed consolidation of Azure's securities, the anticipated effective date of such consolidation, and the anticipated trading day on the TSX. The forward-looking statements are based on certain key expectations and assumptions made by Azure, including expectations and assumptions concerning the receipt by Azure of all regulatory approvals required to complete the consolidation. 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. Risks relating to Azure 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:
Juris Pagrabs, Vice President, Investor Relations, (248) 298-2403 ext 7570
Email: [email protected]