Newmarket, ON – AirBoss of America Corp. (TSX: BOS) (the “Company” or “AirBoss”) today announced that P. Gren Schoch, Chairman, and CEO of AirBoss, has filed an early warning report (the “Report”) in respect of the common shares of the Company (the “Common Shares”) under the Company’s profile on www.sedar.com as summarized below. This press release is being issued in accordance with National Instrument 62-103, The Early Warning System and Related Take-Over Bids and Insider Reporting Issues.
Prior to the completion of the transaction set forth in the Report, Mr. Schoch owned 4,754,547 Common Shares and 260,030 options to purchase Common Shares, of which 247,273 options are exercisable to purchase Common Shares today or within 60 days of today (the “Exercisable Options”). Accordingly, prior to completion of the transaction set forth in the Report, Mr. Schoch beneficially owned 5,001,820 Common Shares, consisting of 4,754,547 Common Shares and the Exercisable Options, representing beneficial ownership of 21.16% of the outstanding Common Shares (calculated on a partially-diluted basis after giving effect to the exercise of the Exercisable Options).
On June 28, 2019, Mr. Schoch acquired ownership of 5,000 Common Shares (the “Purchased Shares”), representing 0.021% of the outstanding Common Shares (the “Reportable Event”). The Purchased Shares were acquired on the Toronto Stock Exchange at an average price of $8.09 per share for aggregate consideration of $40,450. As a result of the Reportable Event, Mr. Schoch beneficially owns 5,006,820 Common Shares, consisting of 4,759,547 Common Shares and the Exercisable Options, representing beneficial ownership of 21.18% of the outstanding Common Shares (calculated on a partially-diluted basis after giving effect to the exercise of the Exercisable Options).
The acquisition of the Purchased Shares was made in reliance on the normal course purchase exemption from the formal take- over bid requirements in section 4.1 of National Instrument 62-104, Takeover Bids and Issuer Bids (“NI 62-104”). The Purchased Shares acquired by Mr. Schoch, together with all of the other Common Shares acquired by Mr. Schoch and any person acting jointly or in concert with Mr. Schoch during the 12-month period preceding the Reportable Event, did not exceed 5% of the number of Common Shares outstanding at the beginning of such 12-month period, and the consideration paid by Mr. Schoch for any of the Purchased Shares did not exceed the market price at the date of the acquisition as determined in accordance with NI 62-104.
Mr. Schoch has acquired the Purchased Shares for investment purposes only and may, depending on market and other conditions, increase or decrease his beneficial ownership, control or direction over Common Shares or other securities of the Company, through market transactions, private agreements, treasury issuances, exercise of convertible securities or otherwise.
For more information or to obtain a copy of the early warning report filed in respect of this press release, contact:
P. Gren Schoch
c/o AirBoss of America Corp. 16441 Yonge Street Newmarket, Ontario
Tel: (905) 751-1188
Fax: (905) 751-1101
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.