Breeze-Eastern Enters Into Standstill Agreements with Key Investors
October 05 2011 - 10:11AM
Business Wire
Breeze-Eastern Corporation (NYSE Amex: BZC) today announced
that it entered into separate Standstill Agreements with its two
largest investors, Tinicum Capital Partners II, LP and Wynnefield
Partners Small Cap Value, L.P. Tinicum is currently the beneficial
owner of approximately 35% of the Company’s common stock.
Wynnefield is currently the beneficial owner of approximately 22%
of the Company’s common stock.
Pursuant to the Standstill Agreements, Tinicum and Wynnefield
each agreed, among other things, that for a period of 18 months,
they would not:
- acquire any additional shares of the
Company’s common stock
- make or in any way participate in the
solicitation of proxies
- seek to call a meeting of
stockholders
- seek to advise or influence other
stockholders with respect to the voting of the Company’s common
stock, or
- seek to effect control of the
management, Board of Directors, or policies of the Company.
Tinicum and Wynnefield each also agreed that they would:
- vote in favor of the Company’s nominees
to the Board of Directors at the Company’s 2011 Annual Meeting (to
be held October 6) and the 2012 Annual Meeting, and
- vote in favor of the adoption of the
Shareholder Rights Plan which is being submitted for the approval
of stockholders at the 2011 Annual Meeting.
The Company agreed, among other things, to
- fix the number of directors to serve on
the Board of Directors at seven (7), and
- not adopt an advance notice bylaw
provision with respect to shareholder business or director
elections.
The Standstill Agreements are for a period of 18 months; however
they will automatically terminate if:
- either Tinicum or Wynnefield sells,
transfers or disposes of shares of the Company’s common stock such
that either of them holds less than 15% of the then issued and
outstanding shares, or
- the Company nominates for election as a
director any person other than the agreed upon Company nominees or
certain agreed-upon replacements.
Breeze-Eastern Corporation (http://www.breeze-eastern.com) is
the world’s 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, which employs approximately
160 people at its facilities in Whippany, New Jersey, reported
sales of $78.2 million for the Fiscal year ended March 31,
2011.
INFORMATION ABOUT FORWARD-LOOKING
STATEMENTS
This news release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, regarding our future operating performance, financial
results, events, trends and plans. All statements in this news
release other than statements of historical facts are
forward-looking statements. Forward-looking statements involve
numerous risks and uncertainties. We have attempted to identify any
forward-looking statements by using words such as “anticipates,”
“believes,” “could,” “expects,” “intends,” “may,” “should” and
other similar expressions. Although we believe that the
expectations reflected in all of our forward-looking statements are
reasonable, we can give no assurance that such expectations will
prove to be correct. Such statements are not guarantees of future
performance or events and are subject to known and unknown risks
and uncertainties that could cause our actual results, events or
financial positions to differ materially from those included within
the forward-looking statements. Such factors include, but are not
limited to, competition from other companies; changes in applicable
laws, rules, and regulations affecting the Company in the locations
in which we conduct business; interest rate trends; a
decrease in the United States government defense spending, changes
in spending allocation or the termination, postponement, or failure
to fund one or more significant contracts by the United States
government or other customers; changes in our sales strategy and
product development plans; changes in the marketplace; developments
in environmental proceedings that we are involved in; continued
services of our executive management team; status of labor
relations; competitive pricing pressures; market acceptance of our
products under development; delays in the development of products;
determination by us to dispose of or acquire additional assets;
general industry and economic conditions; events impacting the U.S.
and world financial markets and economies; and those specific risks
disclosed in our Annual Report on Form 10-K for the fiscal year
ended March 31, 2011, and other filings with the Securities and
Exchange Commission. Except as required by law, we undertake no
obligation to update publicly any forward-looking
statements.
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