Avolon (“Avolon” or the “Company”) (NYSE: AVOL), the international
aircraft leasing company, announces that, at the extraordinary general
meeting held today, the Company’s shareholders voted in favor of the
proposal to authorize and approve the previously announced Merger
Agreement, dated September 3, 2015 (the “Merger Agreement”), among Bohai
Leasing Co., Ltd. (“Parent”), Mariner Acquisition Ltd. (“Merger Sub”)
and the Company, pursuant to which the Company will merge with and into
Merger Sub with the Company surviving the merger as a wholly-owned
indirect subsidiary of Parent (the “Merger”), and to authorize, approve
and confirm the transactions contemplated by the Merger Agreement,
including the Merger. The Company’s shareholders also voted in favor of
the proposals to amend and restate the Company’s memorandum and articles
of association and to decrease and amend the Company’s authorized share
capital, in both cases upon the completion of the Merger. The proposals
approved at today’s extraordinary general meeting are described in
detail in the Company’s Proxy Statement, filed with the Securities and
Exchange Commission on September 28, 2015, as an exhibit to the
Company’s 6-K.
Approximately 87.5% of the Company’s total outstanding voting shares
voted in person or by proxy at today’s extraordinary general meeting,
with approximately 99.8% of those shares voting in favor of the proposal
to authorize and approve the Merger Agreement and the transactions
contemplated by the Merger Agreement.
The parties currently expect to complete the Merger no later than the
first quarter of 2016, subject to the satisfaction or waiver of all
conditions set forth in the Merger Agreement. Upon completion of the
Merger, the Company will become a privately held company and its common
shares will no longer be listed on the New York Stock Exchange.
About Avolon
Headquartered in Ireland, with offices in the United States, Dubai,
Singapore and China, Avolon provides aircraft leasing and lease
management services. Avolon had an owned, managed and committed fleet of
258 aircraft serving 56 customers in 33 countries as of September 30,
2015. Avolon is listed on the New York Stock Exchange, under the ticker
symbol AVOL.
Note Regarding Forward-Looking Statements
This announcement may include certain statements that are not
descriptions of historical facts, but are forward-looking statements.
Such statements include, among others, those concerning expected
benefits and costs of the Merger; management plans relating to the
Merger; the expected timing of the completion of the Merger; the
parties’ ability to complete the Merger considering the various closing
conditions, as well as all assumptions, expectations, predictions,
intentions or beliefs about future events. Forward-looking statements
can be identified by the use of forward-looking terminology such as
“will,” “should,” “may,” “believes,” “expects” or similar expressions.
All of such assumptions are inherently subject to uncertainties and
contingencies beyond Avolon’s control and based upon premises with
respect to business decisions that are subject to change. Avolon does
not undertake any obligation to update any forward-looking statement,
except as required under applicable law.
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