Marcopolo S.A. to make a C$116 million Strategic Investment in New Flyer

Marcopolo S.A. to make a C$116 million Strategic Investment in New Flyer 
WINNIPEG, MB, Jan. 23, 2013 /CNW/ - (TSX:NFI, TSX:NFI.DB.U) New Flyer 
Industries Inc. ("New Flyer" or the "Company"), the leading manufacturer of 
heavy-duty transit buses in Canada and the United States, announced today that 
Marcopolo S.A. has agreed to make a strategic investment of C$116 million to 
acquire 11,087,834 newly issued common shares, representing a 19.99% stake 
in New Flyer. Each common share will be issued at a price of C$10.50 per 
share, or a 20% premium to the 30 day volume-weighted average trading price of 
New Flyer's common shares on the TSX for the period ending January 23, 2013. 
4,925,530 common shares will be issued to Marcopolo upon closing expected on 
or prior to March 1, 2013 for aggregate consideration of C$51.7 million with 
the remainder of the shares to be issued to Marcopolo at the same price per 
share in one tranche over the next 12 months following closing as determined 
by New Flyer based on its investment and financing needs and in certain other 
circumstances. The investment is subject to customary TSX approval. 
Founded in 1949, and headquartered in Caxias do Sul, Brazil, Marcopolo is one 
of the world's largest bus builders and is primarily engaged in the 
manufacturing of buses, bus bodies, and components with a product line 
covering a wide range of models including: coach, urban, micro-buses, and 
mini-buses. Marcopolo is listed on the Brazilian stock exchange (BM&F Bovespa: 
POMO3, POMO4). 
With anticipated annual net revenues of approximately US$1.9 billion in 2012, 
Marcopolo has a market capitalization of approximately US$2.8 billion and 
employs over 22,000 people around the world. Marcopolo manufactures over 
32,000 buses annually - 60% are for the Brazilian market and 40% for 
international markets. Bus manufacturing is carried out directly by 
Marcopolo and through various joint ventures with companies like Daimler, Tata 
Motors, and others in seventeen plants located in Brazil, South Africa, 
Argentina, Australia, Colombia, Egypt, India and Mexico. Marcopolo also has a 
factory for bus parts and component fabrication in China. Further information 
is available on Marcopolo's web site at www.marcopolo.com.br. 
Marcopolo's most recent investments include: a 75% stake in Volgren, 
Australia's largest bus body manufacturer, and a 51% share of Metalsur 
Carrocerias S.R.L, an Argentine company which specializes in manufacturing 
intercity bus bodies through a Marcopolo controlled company called Metalpar. 
Marcopolo also owns minority stakes in the following Brazilian parts 
suppliers: Spheros (heating/ventilation/air conditioning), WSUL (seating 
foam), and MVC (plastics). 
Marcopolo's strategic plan has included a stated intent to enter the Canadian 
and US market and as such it identified New Flyer as an attractive investment 
given the Company's leading position in the public transit market, operational 
excellence, commitment to LEAN practises, and capacity to innovate and grow. 
New Flyer plans to use the net proceeds of the Marcopolo investment to 
continue to support its future growth and diversification initiatives in 
accordance with the Company's strategic plan and for general corporate 
purposes. In May 2012 of a Joint Venture with the UK's largest bus builder, 
Alexander Dennis Limited, to introduce a MiDi bus in Canada and the US to both 
public and private operators. In August 2012 New Flyer completed its 
conversion from an Income Deposit Security structure to a common share 
corporation. 
The two companies also signed a Memorandum of Understanding to explore 
opportunities to cooperate on engineering, technical, purchasing and 
operational matters, with a focus on reducing New Flyer's bus manufacturing 
and aftermarket part costs and enhancing New Flyer's competitiveness. The 
companies further agreed to assess Marcopolo's technology and products for 
possible introduction into the Canadian and US markets through New Flyer as 
well as New Flyer's technology and products for potential distribution into 
global markets. 
The investment agreement permits Marcopolo to nominate a member to the Board 
of Directors of New Flyer (the "Board") while Marcopolo holds at least 10% of 
the outstanding common shares of New Flyer and grants Marcopolo pre-emptive 
rights to purchase additional securities in certain circumstances to maintain 
its proportionate interest in New Flyer. Marcopolo has agreed to certain 
disposition and standstill restrictions including a requirement to hold the 
shares it acquires for a period of at least two years and a restriction on 
acquisitions of additional New Flyer securities and certain other actions for 
a period of at least two years. The agreement also provides that if New Flyer 
in the future enters into an agreement with a third party providing for the 
acquisition of all of New Flyer's shares or assets, then Marcopolo will, 
subject to certain exceptions, agree to vote in favor of and to sell its 
shares as part of the transaction unless Marcopolo has made an alternative 
proposal that the Board believes is superior or that the shareholders have 
determined to accept. 
The Honourable Brian Tobin P.C., O.C., Chair of the New Flyer Board of 
Directors, said "We are thrilled to have such a respected global leader in the 
industry invested in our company and actively supporting New Flyer's strategic 
plan. We were approached by Marcopolo nearly one year ago and both companies 
have invested considerable time and resources to get to know one another, 
thereby ensuring that this investment makes sound strategic, economic and 
cultural sense for each of us". 
Paul Soubry, President and CEO of New Flyer added: "Marcopolo is a world-class 
company with extensive technology, expertise and experience and we look 
forward to working with them to take New Flyer to the next level. We were 
impressed with Marcopolo on so many levels: from product range, to technology 
and capability, to their commitment to all stakeholders (employees, customers, 
shareholders, suppliers and their communities in which they operate). This 
investment will allow us to be more aggressive in executing our growth, 
diversification and new product development agenda while giving us timing 
flexibility in drawing the second portion of the funds to ensure that the 
additional dividend requirements can be better matched to cash flows generated 
from the use of those funds". 
José Rubens de la Rosa, CEO of Marcopolo, said "The investment is in line 
with Marcopolo's growth strategy and marks its definitive entry into the U.S. 
and Canadian markets, two of the most sophisticated and advanced in the world. 
New Flyer has experience in manufacturing products with high standards in 
terms of specifications and sophistication and in the development and 
application of sustainable technologies, such as hybrid vehicles powered by 
renewable and alternative fuels." 
BMO Capital Markets acted as financial advisor to New Flyer on the transaction 
and Blair Franklin acted as financial advisor to Marcopolo. 
A conference call for analysts and interested listeners will be held on 
Thursday January 24, 2013 at 1:00 p.m. (ET). The call-in number for 
listeners is 888-231-8191 or 647-427-7450. A live audio feed of the call will 
also be available at http://www.newswire.ca/en/webcast/detail/1103267/1202307. 
Management will discuss the Marcopolo Strategic Investment Transaction 
presentation which will be available on New Flyer's web site at 
http://www.newflyer.com/index/events_and_presentations. A replay of the call 
will be available from 4:00 p.m. (ET) on January 24th until 11:59 p.m. (ET) on 
January 31st. To access the replay, call toll free 1-855-859-2056 or 
416-849-0833 and then enter pass code number 92676348. The replay will also be 
available on New Flyer's web site at 
http://www.newflyer.com/index/events_and_presentations. 
About New Flyer
New Flyer is the leading manufacturer of heavy-duty transit buses in Canada 
and the United States. The Company's three manufacturing facilities - in 
Winnipeg, MB; St. Cloud, MN and Crookston, MN - are all ISO 9001, ISO 14001 
and OHSAS 18001 certified. The Company currently operates a parts fabrication 
facility in Elkhart, IN and four parts distribution centers in Winnipeg, MB; 
Brampton, ON; Erlanger, KY and Fresno, CA. The Company also operates a New 
Product Development center in Winnipeg, MB and a service center in Arnprior, 
ON. With a skilled workforce of over 2,200 employees, New Flyer is a 
technology leader, offering the broadest product line in the industry, 
including drive systems powered by clean diesel, natural gas, electric trolley 
as well as energy-efficient diesel-electric hybrid and now all-electric 
battery vehicles. New Flyer has delivered over 32,000 heavy-duty buses in 
Canada and the United States. All products are supported with an 
industry-leading, comprehensive parts and service network. Further information 
is available on New Flyer's web site at www.newflyer.com. The common shares 
and convertible unsecured subordinated debentures of New Flyer are traded on 
the Toronto Stock Exchange under the symbols NFI and NFI.DB.U, respectively. 
Forward-Looking Statements
This press release may contain forward-looking statements relating to expected 
future events, including the timing, and completion, of the investment 
described herein and commercial cooperation between New Flyer and Marcopolo. 
Although the forward-looking statements contained in this press release are 
based upon what management believes to be reasonable assumptions, investors 
cannot be assured that actual results will be consistent with these 
forward-looking statements, and the differences may be material. Actual 
results may differ materially from management expectations as projected in 
such forward-looking statements for a variety of reasons, including 
satisfaction of conditions to closing contained in the investment agreement, 
risks related to acquisitions, joint ventures and other strategic 
relationships with third parties, market and general economic conditions and 
economic conditions of and funding availability for customers to purchase 
buses and to purchase parts or services, customers may not exercise options to 
purchase additional buses, the ability of customers to terminate contracts for 
convenience and the other risks and uncertainties discussed in the materials 
filed with the Canadian securities regulatory authorities and available on 
SEDAR at www.sedar.com. Due to the potential impact of these factors, the 
Company disclaims any intention or obligation to update or revise any 
forward-looking statements, whether as a result of new information, future 
events or otherwise, unless required by applicable law. 
Glenn Asham Chief Financial Officer (204) 224-125 
SOURCE: New Flyer Industries Inc. 
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CO: New Flyer Industries Inc.
ST: Manitoba
NI: TRN LOAN MNA CONF  
-0- Jan/23/2013 22:36 GMT
 
 
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