Newmarket, ON – AirBoss of America Corp. (TSX: BOS) (the “Company” or “AirBoss”) today announced that Ms. Lisa Swartzman, Vice-Chair of AirBoss, has adopted an automatic securities disposition plan (“ASDP”) in accordance with applicable Canadian provincial securities legislation, including the guidance under Ontario Securities Commission’s Staff Notice 55-107 (the “Guidance”) and the Company’s insider trading policy.
Canadian securities legislation permits a Named Executive to adopt a written ASDP to sell shares in the future (including upon exercise of stock options) according to the ASDP on an automatic basis, regardless of any subsequent material non-public information they receive. Sales of shares under the ASDP will be effected by an independent securities broker in accordance with the trading parameters, price and volume limits, and other instructions set out in the ASDP. The Named Executive will not exercise any further discretion or influence over how dispositions will occur and is subject to restrictions on their ability to modify, suspend, or terminate their participation in the ASDP. In accordance with best practices, the ASDP also includes a waiting period of 30 days from the date of adoption for the first dispositions under the plan.
During the fourth quarter of 2014, the Company provided a share purchase loan of C$1,000,000 to Ms. Swartzman to purchase Common Shares. The share purchase loan is due upon the earlier of the disposition date of all or proportionate to any part of the pledged securities or November 24, 2019. Ms. Swartzman wishes to sell shares in order to repay the loan. The independent securities broker will execute the trades in such a way so as to attempt to minimize the price impact on the market and to attempt to maximize the prices obtained for the shares sold. In permitting Ms. Swartzman to enter into the ASDP, AirBoss recognizes that insiders may have reasons unrelated to their assessment of the Company or its prospects in deciding to sell shares.
Transactions under the ASDP will be reported on SEDI at www.sedi.ca in accordance with applicable Canadian securities laws. Each such filing will bear a notation to advise readers that the dispositions relate to an ASDP.
AirBoss of America Corp.
AirBoss of America Corp. is a group of complementary businesses using compounding technology and engineering expertise to create value for its customers. With a capacity to process approximately 400 million turn pounds of rubber annually, AirBoss Rubber Solutions is one of North America’s largest custom rubber compounding companies and a leading supplier of essential calendered and extruded products for a broad range of applications. AirBoss Engineered Products is a world leader in the supply of life-saving products for the military and a leading supplier of innovative anti-vibration solutions to the North American automotive market. The Company’s shares trade on the TSX under the symbol BOS. Visit www.airbossofamerica.com.
Contact: Chris Bitsakakis, President and COO or Gren Schoch, Chairman and CEO at 905-751-1188.
AirBoss Forward-Looking Information Disclaimer
Certain statements contained or incorporated by reference herein, including those that express management’s expectations or estimates of future developments or AirBoss’ future performance, constitute “forward-looking information” or “forward-looking statements” within the meaning of applicable securities laws, and can generally be identified by words such as “will”, “may”, “could” “is expected to”, “believes”, “anticipates”, “forecasts”, “plans”, “intends” or similar expressions. These statements are not historical facts but instead represent management’s expectations, estimates and projections regarding future events and performance.
Statements containing forward-looking information are necessarily based upon a number of opinions, estimates and assumptions that, while considered reasonable by management at the time the statements are made, are inherently subject to significant business, economic and competitive risks, uncertainties and contingencies. AirBoss cautions that such forward-looking information involves known and unknown contingencies, uncertainties and other risks that may cause AirBoss’ actual financial results, performance or achievements to be materially different from its estimated future results, performance or achievements expressed or implied by the forward-looking information. Numerous factors could cause actual results to differ materially from those in the forward-looking information, including without limitation: impact of general economic conditions; dependence on key customers; cyclical trends in the tire and automotive, construction, mining and retail industries; sufficient availability of raw materials at economical costs; weather conditions affecting raw materials, production and sales; AirBoss’ ability to maintain existing customers or develop new customers in light of increased competition; AirBoss’ ability to successfully integrate acquisitions of other businesses and/or companies or to realize on the anticipated benefits thereof, changes in accounting policies and methods, including uncertainties associated with critical accounting assumptions and estimates; changes in the value of the Canadian dollar relative to the US dollar; changes in tax laws and potential litigation; ability to obtain financing on acceptable terms; environmental damage and non-compliance with environmental laws and regulations; potential product liability and warranty claims and equipment malfunction. This list is not exhaustive of the factors that may affect any of AirBoss’ forward-looking information.
All of the forward-looking information in this press release is expressly qualified by these cautionary statements. Investors are cautioned not to put undue reliance on forward-looking information. All subsequent written and oral forward-looking information attributable to AirBoss or persons acting on its behalf are expressly qualified in their entirety by this notice. Forward-looking information contained herein is made as of the date of this press release and, whether as a result of new information, future events or otherwise, AirBoss disclaims any intent or obligation to update publicly this forward-looking information except as required by applicable laws. Risks and uncertainties about AirBoss’ business are more fully discussed under the heading “Risk Factors” in our most recent Annual Information Form and are otherwise disclosed in our filings with securities regulatory authorities which are available on SEDAR at www.sedar.com.