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Breeze-Eastern Corporation Adopts Shareholder Rights Plan

Stocks in this article: BZC

Breeze-Eastern Corporation (NYSE Amex:BZC), a 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, announced today that its Board of Directors has adopted a Shareholder Rights Plan (the “Rights Plan”). The Rights Plan has been adopted to ensure the fair treatment of all shareholders in connection with any take-over bid for the common stock of the Company. The Rights Plan seeks to provide shareholders with adequate time to properly assess a take-over bid without undue pressure. It also is intended to provide the Board of Directors with time to fully consider an unsolicited take-over bid and, if appropriate, to take requisite action to maximize shareholder value.

The Rights Plan was unanimously approved by the Board of Directors. It is not being adopted in response to any proposal to acquire control of the Company, however, the Board of Directors has recognized that there are certain concentrations of ownership of the common stock of the Company and deemed it to be in the best interests of the Company’s shareholders to take action which would protect the interests of the minority shareholders of the Company in a transaction involving a change of control of the Company.

The terms of the Rights Plan provide for the Company’s shareholders to receive one right for each outstanding common share held. In general, the rights will become exercisable if a person or group acquires 10% or more of the Company’s common stock or announces a tender offer or exchange offer for 10% or more of the Company’s common stock. The Rights Plan grandfathers in the existing interest of shareholders who currently own in excess of 10%, but would be triggered by any additional purchases.

When the rights initially become exercisable, as described above, each holder of a Right will be allowed to purchase one one-thousandth of a share of a newly created series of the Company’s preferred shares at an exercise price of $14.00. However, if a person acquires 10% or more of the Company’s common stock in a transaction that was not approved by the Board of Directors, each right would entitle the holder (other than such an acquiring person) to purchase common stock in an amount equivalent to the exercise price at a 75% discount to the market price of the Company’s common stock at that time the rights Plan is triggered.

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