Breeze-Eastern Corporation (NYSE Amex: BZC) today announced that it entered into separate Standstill Agreements with its two largest investors, Tinicum Capital Partners II, LP and Wynnefield Partners Small Cap Value, L.P. Tinicum is currently the beneficial owner of approximately 35% of the Company’s common stock. Wynnefield is currently the beneficial owner of approximately 22% of the Company’s common stock.
Pursuant to the Standstill Agreements, Tinicum and Wynnefield each agreed, among other things, that for a period of 18 months, they would not:
- acquire any additional shares of the Company’s common stock
- make or in any way participate in the solicitation of proxies
- seek to call a meeting of stockholders
- seek to advise or influence other stockholders with respect to the voting of the Company’s common stock, or
- seek to effect control of the management, Board of Directors, or policies of the Company.
Tinicum and Wynnefield each also agreed that they would:
- vote in favor of the Company’s nominees to the Board of Directors at the Company’s 2011 Annual Meeting (to be held October 6) and the 2012 Annual Meeting, and
- vote in favor of the adoption of the Shareholder Rights Plan which is being submitted for the approval of stockholders at the 2011 Annual Meeting.
The Company agreed, among other things, to
- fix the number of directors to serve on the Board of Directors at seven (7), and
- not adopt an advance notice bylaw provision with respect to shareholder business or director elections.
- either Tinicum or Wynnefield sells, transfers or disposes of shares of the Company’s common stock such that either of them holds less than 15% of the then issued and outstanding shares, or
- the Company nominates for election as a director any person other than the agreed upon Company nominees or certain agreed-upon replacements.
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