Welcome!

Microsoft Cloud Authors: Pat Romanski, Lori MacVittie, Andreas Grabner, Jim Kaskade, John Basso

News Feed Item

Marcopolo S.A. to make a C$116 million Strategic Investment in New Flyer

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.

Forward-Looking Statements
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.

More Stories By PR Newswire

Copyright © 2007 PR Newswire. All rights reserved. Republication or redistribution of PRNewswire content is expressly prohibited without the prior written consent of PRNewswire. PRNewswire shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon.

@ThingsExpo Stories
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 ...
In this strange new world where more and more power is drawn from business technology, companies are effectively straddling two paths on the road to innovation and transformation into digital enterprises. The first path is the heritage trail – with “legacy” technology forming the background. Here, extant technologies are transformed by core IT teams to provide more API-driven approaches. Legacy systems can restrict companies that are transitioning into digital enterprises. To truly become a lead...
The Internet of Things (IoT) promises to simplify and streamline our lives by automating routine tasks that distract us from our goals. This promise is based on the ubiquitous deployment of smart, connected devices that link everything from industrial control systems to automobiles to refrigerators. Unfortunately, comparatively few of the devices currently deployed have been developed with an eye toward security, and as the DDoS attacks of late October 2016 have demonstrated, this oversight can ...
You have great SaaS business app ideas. You want to turn your idea quickly into a functional and engaging proof of concept. You need to be able to modify it to meet customers' needs, and you need to deliver a complete and secure SaaS application. How could you achieve all the above and yet avoid unforeseen IT requirements that add unnecessary cost and complexity? You also want your app to be responsive in any device at any time. In his session at 19th Cloud Expo, Mark Allen, General Manager of...
Bert Loomis was a visionary. This general session will highlight how Bert Loomis and people like him inspire us to build great things with small inventions. In their general session at 19th Cloud Expo, Harold Hannon, Architect at IBM Bluemix, and Michael O'Neill, Strategic Business Development at Nvidia, discussed the accelerating pace of AI development and how IBM Cloud and NVIDIA are partnering to bring AI capabilities to "every day," on-demand. They also reviewed two "free infrastructure" pr...
As data explodes in quantity, importance and from new sources, the need for managing and protecting data residing across physical, virtual, and cloud environments grow with it. Managing data includes protecting it, indexing and classifying it for true, long-term management, compliance and E-Discovery. Commvault can ensure this with a single pane of glass solution – whether in a private cloud, a Service Provider delivered public cloud or a hybrid cloud environment – across the heterogeneous enter...
"Dice has been around for the last 20 years. We have been helping tech professionals find new jobs and career opportunities," explained Manish Dixit, VP of Product and Engineering at Dice, in this SYS-CON.tv interview at 19th Cloud Expo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
Extracting business value from Internet of Things (IoT) data doesn’t happen overnight. There are several requirements that must be satisfied, including IoT device enablement, data analysis, real-time detection of complex events and automated orchestration of actions. Unfortunately, too many companies fall short in achieving their business goals by implementing incomplete solutions or not focusing on tangible use cases. In his general session at @ThingsExpo, Dave McCarthy, Director of Products...
"ReadyTalk is an audio and web video conferencing provider. We've really come to embrace WebRTC as the platform for our future of technology," explained Dan Cunningham, CTO of ReadyTalk, in this SYS-CON.tv interview at WebRTC Summit at 19th Cloud Expo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
The many IoT deployments around the world are busy integrating smart devices and sensors into their enterprise IT infrastructures. Yet all of this technology – and there are an amazing number of choices – is of no use without the software to gather, communicate, and analyze the new data flows. Without software, there is no IT. In this power panel at @ThingsExpo, moderated by Conference Chair Roger Strukhoff, Dave McCarthy, Director of Products at Bsquare Corporation; Alan Williamson, Principal...
Businesses and business units of all sizes can benefit from cloud computing, but many don't want the cost, performance and security concerns of public cloud nor the complexity of building their own private clouds. Today, some cloud vendors are using artificial intelligence (AI) to simplify cloud deployment and management. In his session at 20th Cloud Expo, Ajay Gulati, Co-founder and CEO of ZeroStack, will discuss how AI can simplify cloud operations. He will cover the following topics: why clou...
Video experiences should be unique and exciting! But that doesn’t mean you need to patch all the pieces yourself. Users demand rich and engaging experiences and new ways to connect with you. But creating robust video applications at scale can be complicated, time-consuming and expensive. In his session at @ThingsExpo, Zohar Babin, Vice President of Platform, Ecosystem and Community at Kaltura, discussed how VPaaS enables you to move fast, creating scalable video experiences that reach your aud...
WebRTC is the future of browser-to-browser communications, and continues to make inroads into the traditional, difficult, plug-in web communications world. The 6th WebRTC Summit continues our tradition of delivering the latest and greatest presentations within the world of WebRTC. Topics include voice calling, video chat, P2P file sharing, and use cases that have already leveraged the power and convenience of WebRTC.
"At ROHA we develop an app called Catcha. It was developed after we spent a year meeting with, talking to, interacting with senior citizens watching them use their smartphones and talking to them about how they use their smartphones so we could get to know their smartphone behavior," explained Dave Woods, Chief Innovation Officer at ROHA, in this SYS-CON.tv interview at 19th Cloud Expo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
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.
In his keynote at 18th Cloud Expo, Andrew Keys, Co-Founder of ConsenSys Enterprise, provided an overview of the evolution of the Internet and the Database and the future of their combination – the Blockchain. Andrew Keys is Co-Founder of ConsenSys Enterprise. He comes to ConsenSys Enterprise with capital markets, technology and entrepreneurial experience. Previously, he worked for UBS investment bank in equities analysis. Later, he was responsible for the creation and distribution of life sett...
DevOps is being widely accepted (if not fully adopted) as essential in enterprise IT. But as Enterprise DevOps gains maturity, expands scope, and increases velocity, the need for data-driven decisions across teams becomes more acute. DevOps teams in any modern business must wrangle the ‘digital exhaust’ from the delivery toolchain, "pervasive" and "cognitive" computing, APIs and services, mobile devices and applications, the Internet of Things, and now even blockchain. In this power panel at @...
The Internet of Things will challenge the status quo of how IT and development organizations operate. Or will it? Certainly the fog layer of IoT requires special insights about data ontology, security and transactional integrity. But the developmental challenges are the same: People, Process and Platform and how we integrate our thinking to solve complicated problems. In his session at 19th Cloud Expo, Craig Sproule, CEO of Metavine, demonstrated how to move beyond today's coding paradigm and sh...
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...
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.