AeroVironment Responds to Engaged Capital

  AeroVironment Responds to Engaged Capital

Business Wire

MONROVIA, Calif. -- July 17, 2013

AeroVironment, Inc. (NASDAQ: AVAV) today issued the following statement in
response to Engaged Capital:

AeroVironment maintains and welcomes open communications with all of its
stockholders and values their input towards the goal of enhancing stockholder
value. We will continue to take actions that we believe enable us to achieve
this objective.

AeroVironment’s management and board of directors regularly evaluate the
company’s capital structure and capital allocation priorities. Given the
company’s innovation-driven strategy, a strong balance sheet is an important
competitive differentiator that allows AeroVironment to support growth
initiatives without compromising our ability to make quick and decisive
strategic investments in emerging opportunities. We are confident that our
strategy best positions AeroVironment to compete effectively and deliver
superior returns.

The AeroVironment board is composed of seven highly qualified directors, five
of whom are independent and all of whom are experienced professionals with
expertise across a wide range of disciplines and industries critical to the
company’s business. In addition, AeroVironment directors have extensive
operations and management experience at the highest levels of public and
private companies and in the U.S. military. The company’s management and board
of directors are committed to acting in the best interest of the company and
all AeroVironment stockholders.

Our goal has always been – and continues to be – building value for all of our
stockholders. We continue to focus on our fiscal 2014 plan to maintain our
market leadership in Unmanned Aircraft Systems and electric transportation
solutions while we move innovative new solutions closer to market adoption and
long-term value creation.

Credit Suisse Securities (USA) LLC is serving as the company’s financial
advisor and Latham & Watkins LLP is serving as legal advisor.


AeroVironment is a technology solutions provider that designs, develops,
produces and supports an advanced portfolio of Unmanned Aircraft Systems (UAS)
and electric transportation solutions. Agencies of the U.S. Department of
Defense and allied military services use the company's electric-powered,
hand-launched unmanned aircraft systems extensively to provide situational
awareness to tactical operating units through real-time, airborne
reconnaissance, surveillance and communication. AeroVironment's electric
transportation solutions include a comprehensive suite of electric vehicle
(EV) charging systems, installation and network services for consumers,
automakers, utilities and government agencies, power cycling and test systems
for EV developers and industrial electric vehicle charging systems for
commercial fleets. More information about AeroVironment is available at

Safe Harbor Statement

Certain statements in this press release may constitute "forward-looking
statements" as that term is defined in the Private Securities Litigation
Reform Act of 1995. These statements are made on the basis of current
expectations, forecasts and assumptions that involve risks and uncertainties,
including, but not limited to, economic, competitive, governmental and
technological factors outside of our control, that may cause our business,
strategy or actual results to differ materially from those expressed or
implied. Factors that could cause actual results to differ materially from the
forward-looking statements include, but are not limited to, our ability to
perform under existing contracts and obtain additional contracts; changes in
the timing and/or amount of government spending; changes in the supply and/or
demand and/or prices for our products and services; changes in the regulatory
environment; the activities of competitors; failure of the markets in which we
operate to grow; failure to expand into new markets; failure to develop new
products or integrate new technology with current products; and general
economic and business conditions in the United States and elsewhere in the
world. For a further list and description of such risks and uncertainties, see
the reports we file with the Securities and Exchange Commission, including our
most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. We
do not intend, and undertake no obligation, to update any forward-looking
statements, whether as a result of new information, future events or

Important Additional Information

AeroVironment and its directors and executive officers may be deemed to be
participants in the solicitation of proxies in respect of its 2013 annual
meeting of stockholders. AeroVironment plans to file with the SEC a proxy
statement and related materials in connection with its 2013 annual meeting of
stockholders (the “2013 Proxy Materials”). The 2013 Proxy Materials will
contain important information about AeroVironment, the 2013 annual meeting and
related matters. Stockholders are urged to read the 2013 Proxy Materials
carefully when they are available. Stockholders will be able to obtain free
copies of the 2013 Proxy Materials and other documents filed with the SEC by
AeroVironment through the web site maintained by the SEC at and on
AeroVironment’s web site at

Information regarding the identity of potential participants, and their direct
or indirect interests, by security holdings or otherwise, will be set forth in
the 2013 Proxy Materials. This information can also be found in
AeroVironment’s proxy statement for its 2012 annual meeting of stockholders,
filed with the SEC on August 24, 2012. To the extent holdings of AeroVironment
securities have changed since the amounts printed in that proxy statement,
such changes have been or will be reflected on Statements of Change in
Ownership on Form 4 filed with the SEC. Stockholders can obtain free copies of
these documents from the web site maintained by the SEC and AeroVironment’s
web site above.

Additional AeroVironment News:
AeroVironment Media Gallery:
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AeroVironment, Inc.
Steven Gitlin
+1 (626) 357-9983
MacKenzie Partners, Inc.
Dan Burch / Laurie Connell
+1 (212) 929-5500
Joele Frank, Wilkinson Brimmer Katcher
Matt Sherman / Andrew Siegel / James Golden
+1 (212) 355-4449
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