NEWMARKET, ON–(Marketwired – November 28, 2016) – AirBoss of America Corp. (the “Company“) (TSX: BOS) announced today that the Toronto Stock Exchange (“TSX“) has accepted its Notice of Intention to make a normal course issuer bid for its common shares (the “Bid“). Purchases made pursuant to the Bid will be made in the open market through the facilities of the TSX and alternative Canadian trading systems, if eligible, in accordance with applicable regulatory requirements.
Pursuant to the Bid, the Company may re-purchase up to 1,385,837 of its common shares (representing approximately 10% of the Company’s public float of 13,858,373 common shares as of November 18, 2016). The Bid will commence on November 30, 2016 and remain in effect until the earlier of November 29, 2017, the termination of the Bid by the Company or the Company purchasing the maximum number of common shares permitted under the Bid. The Company has not purchased any of its common shares in the past 12 months.
Subject to the Company’s ability to make “block” purchases through the facilities of the TSX, the maximum number of common shares that the Company may purchase on any trading day is 7,052 common shares (representing 25% of 28,208, being the average daily trading volume of the Company’s shares on the TSX in the six month period prior to the Bid). The price paid for any common shares acquired by the Company will be the market price of the shares at the time of acquisition. The Company intends to fund the repurchases under the Bid out of its available cash. All common shares acquired by the Company under the Bid will be cancelled.
Purchases pursuant to the bid will be conducted by a broker engaged by the Company to make purchases under the Bid in accordance with the applicable policies of the TSX. The Company has entered into an “automatic share purchase plan” to facilitate the repurchase of common shares under the Bid through the designated broker. Pursuant to the automatic share purchase plan, the broker will be permitted to repurchase common shares under the Bid at times when AirBoss is subject to a self-imposed blackout period, pursuant to instructions provided in advance of such blackout periods. The automatic share purchase plan complies with, and has been adopted in accordance with, the requirements of applicable Canadian securities laws.
The Company is making the Bid because it believes that, from time to time, the market prices of its common shares may not fully reflect the underlying value of the Company’s business and its future business prospects. As a result, depending upon future price movements and other factors, the Company believes that its outstanding common shares may represent an attractive investment for the Company. Such purchases are expected to benefit all remaining shareholders by increasing their equity interest in the Company.
AirBoss of America Corp. is a group of complementary businesses using compounding technology and engineering expertise to create value for its customers. With a capacity to supply over 250 million pounds of rubber annually, AirBoss Rubber Compounding is one of North America’s largest custom rubber compounding companies. AirBoss Engineered Products is a world leader in the supply of life saving products for the military and essential calendered, extruded and moulded products for a broad range of applications. AirBoss Flexible Products is a leading supplier of innovative anti-vibration solutions to the North American automotive market. The Corporation’s shares trade on the TSX under the symbol BOS. Visit www.airbossofamerica.com.
AIRBOSS FORWARD LOOKING STATEMENT DISCLAIMER
Certain statements contained or incorporated by reference herein, including those that express management’s expectations or estimates of future developments or AirBoss’ future performance, constitute “forward-looking statements” within the meaning of applicable securities laws, and can generally be identified by words such as “will”, “may”, “could” “expects”, “believes”, “anticipates”, “forecasts”, “plans”, “intends” or similar expressions. These statements are not historical facts but instead represent management’s expectations, estimates and projections regarding future events and performance.
Forward-looking statements are necessarily based upon a number of opinions, estimates and assumptions that, while considered reasonable by management at the time the statements are made, are inherently subject to significant business, economic and competitive risks, uncertainties and contingencies. AirBoss cautions that such forward-looking statements involve known and unknown contingencies, uncertainties and other risks that may cause AirBoss’ actual financial results, performance or achievements to be materially different from its estimated future results, performance or achievements expressed or implied by those forward-looking statements. Numerous factors could cause actual results to differ materially from those in the forward-looking statements, including without limitation: impact of general economic conditions; its dependence on key customers; cyclical trends in the tire and automotive, construction, mining and retail industries; sufficient availability of raw materials at economical costs; weather conditions affecting raw materials, production and sales; AirBoss’ ability to maintain existing customers or develop new customers in light of increased competition; AirBoss’ ability to successfully integrate acquisitions of other businesses and/or companies or to realize on the anticipated benefits thereof, changes in accounting policies and methods, including uncertainties associated with critical accounting assumptions and estimates; changes in the value of the Canadian dollar relative to the US dollar; changes in tax laws and potential litigation; ability to obtain financing on acceptable terms; environmental damage caused by it and non-compliance with environmental laws and regulations; potential product liability and warranty claims and equipment malfunction. This list is not exhaustive of the factors that may affect any of AirBoss’ forward-looking statements.
All of the forward-looking information in this press release is expressly qualified by these cautionary statements. Investors are cautioned not to put undue reliance on forward-looking statements. All subsequent written and oral forward-looking statements attributable to AirBoss or persons acting on its behalf are expressly qualified in their entirety by this notice. Forward-looking information contained herein is made as of the date of this press release and, whether as a result of new information, future events or otherwise, AirBoss disclaims any intent or obligation to update publicly these forward-looking statements except as required by applicable laws. Risks and uncertainties about AirBoss’s business are more fully discussed in the Management’s Discussion and Analysis of Financial Condition and Results of Operations in the 2015 Annual Report to Shareholders under the heading “Risk Factors”.
Contact:
Lisa Swartzman
President
Gren Schoch
CEO
905-751-1188