BURNABY, British Columbia,
March 26, 2012 /PRNewswire/ --
Previously
Announced Offering of Units to be Abandoned
Azure Dynamics Corporation (the "Company" or "Azure") (TSX:
AZD)(OTC: AZDDD), a world leader in the development and production
of hybrid electric, and electric components and powertrain systems
for commercial vehicles, today announced that the Board of
Directors of the Company has authorized the filing of a Petition in
the Supreme Court of British
Columbia for an Initial Order under the Companies' Creditors
Arrangement Act (the "CCAA"). The Company expects that the
Initial Order will provide for a stay of proceedings while the
Company and its subsidiaries pursue restructuring alternatives
under CCAA protection. The Board of Directors of the Company
has also authorized the filing of a voluntary petition under
Chapter 15 of title 11 of the United States Bankruptcy Code to seek
recognition and enforcement in the United
States of the Initial Order requested in the CCAA
proceedings.
In connection with commencing CCAA proceedings, the Company also
announced that it will be abandoning its previously announced
offering of units (the "Offering").
"The decision to abandon the Offering and commence CCAA
proceedings comes after several weeks of formal and informal
communications with Staff of the Ontario Securities Commission",
said Scott Harrison, CEO of Azure.
"Despite including detailed risk factor and other disclosure
in the preliminary prospectus regarding the Company's liquidity and
financial hardship, and after several weeks of attempting to
satisfy the demands of Staff for additional information and
disclosure, the Company was informed on March 23, 2012 that Staff's recommendation, based
on the current draft of the prospectus, would be that a receipt not
be issued for the prospectus on the basis that it would not be in
the public interest to do so."
In light of the fact that the Company's current liquidity
position leaves it without sufficient time or cash resources to
pursue its right to be heard before the Director and, if necessary,
to appeal any decision of the Director following such hearing to a
panel of commissioners of the OSC, the Board of Directors has
determined that the Company's best remaining alternative is to
pursue a restructuring under the protection of CCAA .
"The Board of Directors strongly disagrees with any suggestion
that it would not be in the public interest to issue a receipt for
the prospectus for the Offering", said Cam
Deacon, Chair of the Board of Directors of Azure. "In
our view, any determination of what is in the public interest
should weigh all relevant interests, including the interest of the
Company in being able to access the capital markets and the
interests of the Company's existing shareholders, employees,
suppliers, customers and other stakeholders. Potential
investors had the benefit
of very detailed risk factor and other disclosure regarding the
Company's liquidity and financial hardship, and the Company was
prepared to include in the prospectus virtually all additional
disclosure demanded by OSC Staff, except where it was not possible
for the Company to include the demanded disclosure. In the
circumstances, we are deeply troubled by the notion that investor
protection would require allowing such unfortunate consequences to
be visited upon a world industry leading company and its existing
shareholders, employees, suppliers, customers and other
stakeholders, particularly given our understanding that investors
themselves, having had the benefit of such detailed disclosure,
continued to have significant interest in the Offering. We
wish to convey to the Company's stakeholders both our terrible
sadness at this outcome and our commitment to pursuing the best
outcome remaining available in the circumstances through CCAA
proceedings."
About Azure Dynamics
Azure Dynamics Corporation (TSX: AZD)(OTC: AZDDD) 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.
Forward-looking Statements
This press release contains forward-looking statements. More
particularly, this press release contains statements concerning the
expected provisions of an Initial Order under the CCAA. The
forward-looking statements are based on certain key expectations
and assumptions made by Azure, including expectations and
assumptions concerning approval by the Supreme Court of
British Columbia of the Company's
petition for an Initial Order under the CCAA. 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 MORE INFORMATION, CONTACT:
Juris Pagrabs, Vice President,
Investor Relations, +1-(248)-298-2403 ext 7570
Email: jpagrabs@azuredynamics.com
Mike Elwood, Vice President,
Marketing, +1-(416)-953-4134
Email: melwood@azuredynamics.com
