|By PR Newswire||
|January 23, 2013 05:37 PM EST||
WINNIPEG, MB, Jan. 23, 2013 /CNW/ - (TSX:NFI, TSX:NFI.DB.U) New Flyer Industries Inc. ("New Flyer" or the "Company"), the leading manufacturer of heavy-duty transit buses in Canada and the United States, announced today that Marcopolo S.A. has agreed to make a strategic investment of C$116 million to acquire 11,087,834 newly issued common shares, representing a 19.99% stake in New Flyer. Each common share will be issued at a price of C$10.50 per share, or a 20% premium to the 30 day volume-weighted average trading price of New Flyer's common shares on the TSX for the period ending January 23, 2013. 4,925,530 common shares will be issued to Marcopolo upon closing expected on or prior to March 1, 2013 for aggregate consideration of C$51.7 million with the remainder of the shares to be issued to Marcopolo at the same price per share in one tranche over the next 12 months following closing as determined by New Flyer based on its investment and financing needs and in certain other circumstances. The investment is subject to customary TSX approval.
Founded in 1949, and headquartered in Caxias do Sul, Brazil, Marcopolo is one of the world's largest bus builders and is primarily engaged in the manufacturing of buses, bus bodies, and components with a product line covering a wide range of models including: coach, urban, micro-buses, and mini-buses. Marcopolo is listed on the Brazilian stock exchange (BM&F Bovespa: POMO3, POMO4).
With anticipated annual net revenues of approximately US$1.9 billion in 2012, Marcopolo has a market capitalization of approximately US$2.8 billion and employs over 22,000 people around the world. Marcopolo manufactures over 32,000 buses annually - 60% are for the Brazilian market and 40% for international markets. Bus manufacturing is carried out directly by Marcopolo and through various joint ventures with companies like Daimler, Tata Motors, and others in seventeen plants located in Brazil, South Africa, Argentina, Australia, Colombia, Egypt, India and Mexico. Marcopolo also has a factory for bus parts and component fabrication in China. Further information is available on Marcopolo's web site at www.marcopolo.com.br.
Marcopolo's most recent investments include: a 75% stake in Volgren, Australia's largest bus body manufacturer, and a 51% share of Metalsur Carrocerias S.R.L, an Argentine company which specializes in manufacturing intercity bus bodies through a Marcopolo controlled company called Metalpar. Marcopolo also owns minority stakes in the following Brazilian parts suppliers: Spheros (heating/ventilation/air conditioning), WSUL (seating foam), and MVC (plastics).
Marcopolo's strategic plan has included a stated intent to enter the Canadian and US market and as such it identified New Flyer as an attractive investment given the Company's leading position in the public transit market, operational excellence, commitment to LEAN practises, and capacity to innovate and grow.
New Flyer plans to use the net proceeds of the Marcopolo investment to continue to support its future growth and diversification initiatives in accordance with the Company's strategic plan and for general corporate purposes. In May 2012 of a Joint Venture with the UK's largest bus builder, Alexander Dennis Limited, to introduce a MiDi bus in Canada and the US to both public and private operators. In August 2012 New Flyer completed its conversion from an Income Deposit Security structure to a common share corporation.
The two companies also signed a Memorandum of Understanding to explore opportunities to cooperate on engineering, technical, purchasing and operational matters, with a focus on reducing New Flyer's bus manufacturing and aftermarket part costs and enhancing New Flyer's competitiveness. The companies further agreed to assess Marcopolo's technology and products for possible introduction into the Canadian and US markets through New Flyer as well as New Flyer's technology and products for potential distribution into global markets.
The investment agreement permits Marcopolo to nominate a member to the Board of Directors of New Flyer (the "Board") while Marcopolo holds at least 10% of the outstanding common shares of New Flyer and grants Marcopolo pre-emptive rights to purchase additional securities in certain circumstances to maintain its proportionate interest in New Flyer. Marcopolo has agreed to certain disposition and standstill restrictions including a requirement to hold the shares it acquires for a period of at least two years and a restriction on acquisitions of additional New Flyer securities and certain other actions for a period of at least two years. The agreement also provides that if New Flyer in the future enters into an agreement with a third party providing for the acquisition of all of New Flyer's shares or assets, then Marcopolo will, subject to certain exceptions, agree to vote in favor of and to sell its shares as part of the transaction unless Marcopolo has made an alternative proposal that the Board believes is superior or that the shareholders have determined to accept.
The Honourable Brian Tobin P.C., O.C., Chair of the New Flyer Board of Directors, said "We are thrilled to have such a respected global leader in the industry invested in our company and actively supporting New Flyer's strategic plan. We were approached by Marcopolo nearly one year ago and both companies have invested considerable time and resources to get to know one another, thereby ensuring that this investment makes sound strategic, economic and cultural sense for each of us".
Paul Soubry, President and CEO of New Flyer added: "Marcopolo is a world-class company with extensive technology, expertise and experience and we look forward to working with them to take New Flyer to the next level. We were impressed with Marcopolo on so many levels: from product range, to technology and capability, to their commitment to all stakeholders (employees, customers, shareholders, suppliers and their communities in which they operate). This investment will allow us to be more aggressive in executing our growth, diversification and new product development agenda while giving us timing flexibility in drawing the second portion of the funds to ensure that the additional dividend requirements can be better matched to cash flows generated from the use of those funds".
José Rubens de la Rosa, CEO of Marcopolo, said "The investment is in line with Marcopolo's growth strategy and marks its definitive entry into the U.S. and Canadian markets, two of the most sophisticated and advanced in the world. New Flyer has experience in manufacturing products with high standards in terms of specifications and sophistication and in the development and application of sustainable technologies, such as hybrid vehicles powered by renewable and alternative fuels."
BMO Capital Markets acted as financial advisor to New Flyer on the transaction and Blair Franklin acted as financial advisor to Marcopolo.
A conference call for analysts and interested listeners will be held on Thursday January 24, 2013 at 1:00 p.m. (ET). The call-in number for listeners is 888-231-8191 or 647-427-7450. A live audio feed of the call will also be available at http://www.newswire.ca/en/webcast/detail/1103267/1202307. Management will discuss the Marcopolo Strategic Investment Transaction presentation which will be available on New Flyer's web site at http://www.newflyer.com/index/events_and_presentations. A replay of the call will be available from 4:00 p.m. (ET) on January 24th until 11:59 p.m. (ET) on January 31st. To access the replay, call toll free 1-855-859-2056 or 416-849-0833 and then enter pass code number 92676348. The replay will also be available on New Flyer's web site at http://www.newflyer.com/index/events_and_presentations.
About New Flyer
New Flyer is the leading manufacturer of heavy-duty transit buses in Canada and the United States. The Company's three manufacturing facilities - in Winnipeg, MB; St. Cloud, MN and Crookston, MN - are all ISO 9001, ISO 14001 and OHSAS 18001 certified. The Company currently operates a parts fabrication facility in Elkhart, IN and four parts distribution centers in Winnipeg, MB; Brampton, ON; Erlanger, KY and Fresno, CA. The Company also operates a New Product Development center in Winnipeg, MB and a service center in Arnprior, ON. With a skilled workforce of over 2,200 employees, New Flyer is a technology leader, offering the broadest product line in the industry, including drive systems powered by clean diesel, natural gas, electric trolley as well as energy-efficient diesel-electric hybrid and now all-electric battery vehicles. New Flyer has delivered over 32,000 heavy-duty buses in Canada and the United States. All products are supported with an industry-leading, comprehensive parts and service network. Further information is available on New Flyer's web site at www.newflyer.com. The common shares and convertible unsecured subordinated debentures of New Flyer are traded on the Toronto Stock Exchange under the symbols NFI and NFI.DB.U, respectively.
This press release may contain forward-looking statements relating to expected future events, including the timing, and completion, of the investment described herein and commercial cooperation between New Flyer and Marcopolo. Although the forward-looking statements contained in this press release are based upon what management believes to be reasonable assumptions, investors cannot be assured that actual results will be consistent with these forward-looking statements, and the differences may be material. Actual results may differ materially from management expectations as projected in such forward-looking statements for a variety of reasons, including satisfaction of conditions to closing contained in the investment agreement, risks related to acquisitions, joint ventures and other strategic relationships with third parties, market and general economic conditions and economic conditions of and funding availability for customers to purchase buses and to purchase parts or services, customers may not exercise options to purchase additional buses, the ability of customers to terminate contracts for convenience and the other risks and uncertainties discussed in the materials filed with the Canadian securities regulatory authorities and available on SEDAR at www.sedar.com. Due to the potential impact of these factors, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by applicable law.
SOURCE New Flyer Industries Inc.
In 2014, Amazon announced a new form of compute called Lambda. We didn't know it at the time, but this represented a fundamental shift in what we expect from cloud computing. Now, all of the major cloud computing vendors want to take part in this disruptive technology. In his session at 20th Cloud Expo, John Jelinek IV, a web developer at Linux Academy, will discuss why major players like AWS, Microsoft Azure, IBM Bluemix, and Google Cloud Platform are all trying to sidestep VMs and containers...
Jan. 17, 2017 08:00 PM EST Reads: 405
SYS-CON Media announced today that @WebRTCSummit Blog, the largest WebRTC resource in the world, has been launched. @WebRTCSummit Blog offers top articles, news stories, and blog posts from the world's well-known experts and guarantees better exposure for its authors than any other publication. @WebRTCSummit Blog can be bookmarked ▸ Here @WebRTCSummit conference site can be bookmarked ▸ Here
Jan. 17, 2017 08:00 PM EST Reads: 11,581
A critical component of any IoT project is what to do with all the data being generated. This data needs to be captured, processed, structured, and stored in a way to facilitate different kinds of queries. Traditional data warehouse and analytical systems are mature technologies that can be used to handle certain kinds of queries, but they are not always well suited to many problems, particularly when there is a need for real-time insights.
Jan. 17, 2017 06:45 PM EST Reads: 6,190
Providing secure, mobile access to sensitive data sets is a critical element in realizing the full potential of cloud computing. However, large data caches remain inaccessible to edge devices for reasons of security, size, format or limited viewing capabilities. Medical imaging, computer aided design and seismic interpretation are just a few examples of industries facing this challenge. Rather than fighting for incremental gains by pulling these datasets to edge devices, we need to embrace the i...
Jan. 17, 2017 05:15 PM EST Reads: 3,555
Web Real-Time Communication APIs have quickly revolutionized what browsers are capable of. In addition to video and audio streams, we can now bi-directionally send arbitrary data over WebRTC's PeerConnection Data Channels. With the advent of Progressive Web Apps and new hardware APIs such as WebBluetooh and WebUSB, we can finally enable users to stitch together the Internet of Things directly from their browsers while communicating privately and securely in a decentralized way.
Jan. 17, 2017 04:45 PM EST Reads: 3,040
IoT is at the core or many Digital Transformation initiatives with the goal of re-inventing a company's business model. We all agree that collecting relevant IoT data will result in massive amounts of data needing to be stored. However, with the rapid development of IoT devices and ongoing business model transformation, we are not able to predict the volume and growth of IoT data. And with the lack of IoT history, traditional methods of IT and infrastructure planning based on the past do not app...
Jan. 17, 2017 04:45 PM EST Reads: 607
Fifty billion connected devices and still no winning protocols standards. HTTP, WebSockets, MQTT, and CoAP seem to be leading in the IoT protocol race at the moment but many more protocols are getting introduced on a regular basis. Each protocol has its pros and cons depending on the nature of the communications. Does there really need to be only one protocol to rule them all? Of course not. In his session at @ThingsExpo, Chris Matthieu, co-founder and CTO of Octoblu, walked through how Octob...
Jan. 17, 2017 04:30 PM EST Reads: 2,897
The Internet of Things can drive efficiency for airlines and airports. In their session at @ThingsExpo, Shyam Varan Nath, Principal Architect with GE, and Sudip Majumder, senior director of development at Oracle, discussed the technical details of the connected airline baggage and related social media solutions. These IoT applications will enhance travelers' journey experience and drive efficiency for the airlines and the airports.
Jan. 17, 2017 04:15 PM EST Reads: 1,972
SYS-CON Events announced today that Catchpoint, a leading digital experience intelligence company, has been named “Silver Sponsor” of SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. Catchpoint Systems is a leading Digital Performance Analytics company that provides unparalleled insight into your customer-critical services to help you consistently deliver an amazing customer experience. Designed for digital business, C...
Jan. 17, 2017 02:30 PM EST Reads: 1,736
With major technology companies and startups seriously embracing IoT strategies, now is the perfect time to attend @ThingsExpo 2016 in New York. Learn what is going on, contribute to the discussions, and ensure that your enterprise is as "IoT-Ready" as it can be! Internet of @ThingsExpo, taking place June 6-8, 2017, at the Javits Center in New York City, New York, is co-located with 20th Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry p...
Jan. 17, 2017 02:15 PM EST Reads: 3,630
In his General Session at 17th Cloud Expo, Bruce Swann, Senior Product Marketing Manager for Adobe Campaign, explored the key ingredients of cross-channel marketing in a digital world. Learn how the Adobe Marketing Cloud can help marketers embrace opportunities for personalized, relevant and real-time customer engagement across offline (direct mail, point of sale, call center) and digital (email, website, SMS, mobile apps, social networks, connected objects).
Jan. 17, 2017 02:00 PM EST Reads: 5,365
Things are changing so quickly in IoT that it would take a wizard to predict which ecosystem will gain the most traction. In order for IoT to reach its potential, smart devices must be able to work together. Today, there are a slew of interoperability standards being promoted by big names to make this happen: HomeKit, Brillo and Alljoyn. In his session at @ThingsExpo, Adam Justice, vice president and general manager of Grid Connect, will review what happens when smart devices don’t work togethe...
Jan. 17, 2017 01:45 PM EST Reads: 256
"Tintri was started in 2008 with the express purpose of building a storage appliance that is ideal for virtualized environments. We support a lot of different hypervisor platforms from VMware to OpenStack to Hyper-V," explained Dan Florea, Director of Product Management at Tintri, in this SYS-CON.tv interview at 18th Cloud Expo, held June 7-9, 2016, at the Javits Center in New York City, NY.
Jan. 17, 2017 12:45 PM EST Reads: 4,467
"There's a growing demand from users for things to be faster. When you think about all the transactions or interactions users will have with your product and everything that is between those transactions and interactions - what drives us at Catchpoint Systems is the idea to measure that and to analyze it," explained Leo Vasiliou, Director of Web Performance Engineering at Catchpoint Systems, in this SYS-CON.tv interview at 18th Cloud Expo, held June 7-9, 2016, at the Javits Center in New York Ci...
Jan. 17, 2017 12:45 PM EST Reads: 5,541
The 20th International Cloud Expo has announced that its Call for Papers is open. Cloud Expo, to be held June 6-8, 2017, at the Javits Center in New York City, brings together Cloud Computing, Big Data, Internet of Things, DevOps, Containers, Microservices and WebRTC to one location. With cloud computing driving a higher percentage of enterprise IT budgets every year, it becomes increasingly important to plant your flag in this fast-expanding business opportunity. Submit your speaking proposal ...
Jan. 17, 2017 12:45 PM EST Reads: 5,056
20th Cloud Expo, taking place June 6-8, 2017, at the Javits Center in New York City, NY, will feature technical sessions from a rock star conference faculty and the leading industry players in the world. Cloud computing is now being embraced by a majority of enterprises of all sizes. Yesterday's debate about public vs. private has transformed into the reality of hybrid cloud: a recent survey shows that 74% of enterprises have a hybrid cloud strategy.
Jan. 17, 2017 11:45 AM EST Reads: 4,189
SYS-CON Events announced today that Super Micro Computer, Inc., a global leader in Embedded and IoT solutions, will exhibit at SYS-CON's 20th International Cloud Expo®, which will take place on June 7-9, 2017, at the Javits Center in New York City, NY. Supermicro (NASDAQ: SMCI), the leading innovator in high-performance, high-efficiency server technology, is a premier provider of advanced server Building Block Solutions® for Data Center, Cloud Computing, Enterprise IT, Hadoop/Big Data, HPC and E...
Jan. 17, 2017 11:45 AM EST Reads: 5,711
SYS-CON Events announced today that Linux Academy, the foremost online Linux and cloud training platform and community, will exhibit at SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. Linux Academy was founded on the belief that providing high-quality, in-depth training should be available at an affordable price. Industry leaders in quality training, provided services, and student certification passes, its goal is to c...
Jan. 17, 2017 11:45 AM EST Reads: 1,907
In the next five to ten years, millions, if not billions of things will become smarter. This smartness goes beyond connected things in our homes like the fridge, thermostat and fancy lighting, and into heavily regulated industries including aerospace, pharmaceutical/medical devices and energy. “Smartness” will embed itself within individual products that are part of our daily lives. We will engage with smart products - learning from them, informing them, and communicating with them. Smart produc...
Jan. 17, 2017 10:30 AM EST Reads: 1,649
Fact is, enterprises have significant legacy voice infrastructure that’s costly to replace with pure IP solutions. How can we bring this analog infrastructure into our shiny new cloud applications? There are proven methods to bind both legacy voice applications and traditional PSTN audio into cloud-based applications and services at a carrier scale. Some of the most successful implementations leverage WebRTC, WebSockets, SIP and other open source technologies. In his session at @ThingsExpo, Da...
Jan. 17, 2017 10:30 AM EST Reads: 2,744