WOOD DALE, Ill., March 30, 2020 /PRNewswire/ -- AAR CORP.
(NYSE: AIR) today announced that its Board of Directors adopted a
limited duration stockholder rights plan (the "Rights Plan"). In
connection with adoption of the Rights Plan, the Board of Directors
declared a non-cash dividend distribution of one preferred share
purchase right for each share of AAR's common stock outstanding as
of April 9, 2020, the record date.
The Rights Plan expires, without any further action required by the
Board of Directors, on February 28,
2021.
The Rights Plan is similar to stockholder rights plans adopted
by other public companies, and is intended to protect the interests
of the Company and its stockholders by reducing the likelihood that
any person or group gains control of AAR through open market
accumulation or other tactics (especially in recent volatile
markets) without paying an appropriate control premium. The Board
of Directors has taken note that, in light of COVID-19 and recent
market events, the closing price of AAR's common stock is, as of
Friday, March 27, around 60% below the price just last month.
The Board believes that the adoption of the Rights Plan positions
the Board to have sufficient time to make informed judgments and
decisions that are in the best long-term interests of the Company
and its stockholders, and that realize the long-term value of the
Company.
In general terms, the rights will become exercisable only if a
person or group acquires 10% (or 20% in the case of passive
investors who are eligible to, and do, report their holdings on
Schedule 13G) or more of the outstanding common stock of AAR
without the approval of the Board of Directors. In the event the
rights become exercisable, each right will entitle stockholders
(other than the acquiring person or group, whose rights will become
void and will not be exercisable) to buy one one-thousandth of a
share of a new Series A junior participating preferred stock at an
exercise price of $100.00.
This announcement is a summary only and is qualified by
reference to the full text of the Rights Plan. Additional details
regarding the Rights Plan will be contained in a Form 8-K to be
filed by the Company with the U.S. Securities and Exchange
Commission on March 30, 2020.
About AAR
AAR is a global aerospace and defense
aftermarket solutions Company that employs more than 6,000 people
in over 20 countries. Headquartered in the Chicago area, AAR supports commercial and
government customers through two operating segments: Aviation
Services and Expeditionary Services. AAR's Aviation Services
include parts supply; OEM solutions; integrated solutions;
maintenance, repair, overhaul; and engineering. AAR's Expeditionary
Services include mobility systems and composite manufacturing
operations. Additional information can be found at
www.aarcorp.com.
This press release
may be deemed to contain certain statements relating to future
results, which are forward-looking statements as that term is
defined in the Private Securities Litigation Reform Act of 1995,
including but not limited to, the intended benefits of the Rights
Plan and the Board's beliefs about the impact of the Rights
Plan. These forward-looking statements are based on beliefs
of Company management, as well as assumptions and estimates based
on information currently available to the Company, and are subject
to certain risks and uncertainties that could cause actual results
to differ materially from historical results or those anticipated,
including those factors discussed under Item 1A, entitled "Risk
Factors", included in the Company's Form 10-K for the fiscal year
ended May 31, 2019, as well as the risks presented by COVID-19,
which are more particularly described in the Company's Form 10-Q
for the fiscal quarter ended February 29, 2020. Should one or more
of these risks or uncertainties materialize adversely, or should
underlying assumptions or estimates prove incorrect, actual results
may vary materially from those described. These events and
uncertainties are difficult or impossible to predict accurately and
many are beyond the Company's control. The Company assumes no
obligation to update any forward-looking statements to reflect
events or circumstances after the date of such statements or to
reflect the occurrence of anticipated or unanticipated events. For
additional information, see the comments included in AAR's filings
with the Securities and Exchange Commission.
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SOURCE AAR CORP.