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Azure Dynamics Announces Adoption of Shareholder Rights Plan

Posted on: Tuesday, 5 May 2009, 15:35 CDT

OAK PARK, MI, May 5 /PRNewswire-FirstCall/ - Azure Dynamics Corporation (TSX: AZD) - ("Azure") or (the "Company"), a leading developer of innovative hybrid green technologies that address environmental and cost issues for operators of commercial vehicle fleets, today announced that its board of directors (the "Board") has approved the adoption of a shareholder rights plan (the "Rights Plan"), effective immediately, subject to acceptance by the Toronto Stock Exchange.

The Rights Plan is designed to encourage the fair treatment of Azure's shareholders should a take-over bid be made for Azure by providing the Board and the shareholders with more time to evaluate any unsolicited take-over bid and, if appropriate, to pursue alternatives to maximize shareholder value. The Rights Plan has not been adopted in response to any specific proposal to acquire control of Azure and Azure is not aware of any such proposal.

The Rights Plan is effective immediately, but it must be ratified by shareholders of Azure within six months. Shareholders will be asked to ratify and approve the Rights Plan at the annual and special meeting of shareholders of Azure to be held on June 9, 2009 (the "Meeting"). If ratified, the Rights Plan will remain in effect until the close of business on the date of termination of the annual meeting of shareholders in 2012, subject to earlier termination or expiration of the Rights Plan in accordance with its terms. The Rights Plan must be ratified by a majority of the votes cast at the Meeting by independent shareholders. If the Rights Plan is not ratified at the Meeting, all rights issued pursuant to the Rights Plan and the Rights Plan will terminate and be null and void and of no further force and effect.

The Rights Plan is similar to rights plans adopted by other Canadian corporations. Subject to the terms of the Rights Plan, the rights issuable under the Rights Plan will become exercisable where a party, together with any parties related to it, acquires or announces its intention to acquire 20% or more of Azure's outstanding shares without complying with the "Permitted Bid" provisions of the Rights Plan or without approval of the Board. Rights holders (other than the acquiring person and related persons) can purchase shares of Azure at half the prevailing market price at the time the rights become exercisable.

The Rights Plan is not intended to prevent take-over bids. Under the Rights Plan, a bid that, among other things, is made to all shareholders on identical terms and conditions and that is open for at least 60 days may constitute a "Permitted Bid".

The Rights Plan is available at www.sedar.com or on request from the Company.

For more information about Azure Dynamics and its family of hybrid electric and electric commercial vehicles, please visit www.azuredynamics.com.

About Azure Dynamics

Azure Dynamics Corporation (TSX: AZD) is a world leader in the development and production of hybrid electric and electric components and powertrain systems for commercial vehicles. Azure is strategically targeting the commercial delivery vehicle and shuttle bus markets and is currently working internationally with various partners and customers. The Company is committed to providing customers and partners with innovative, cost-efficient, and environmentally friendly energy management solutions.

For more information, please visit www.azuredynamics.com.

The TSX Exchange does not accept responsibility for the adequacy or accuracy of this release.

Forward-looking Statements

This press release contains forward-looking statements. More particularly, this press release contains statements concerning Azure's business development strategy, projected commercial revenues and product deliveries.

The forward-looking statements are based on certain key expectations and assumptions made by Azure, including expectations and assumptions concerning achievement of current timetables for development programs, target market acceptance of Azure's products, current and new product performance, availability and cost of labour and expertise, and evolving markets for power for transportation vehicles. Although Azure believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because Azure can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the risks associated with Azure's early stage of development, lack of product revenues and history of losses, requirements for additional financing, uncertainty as to commercial viability, uncertainty as to product development and commercialization milestones being met, uncertainty as to the market for Azure's products and unproven acceptance of Azure's technology, competition for capital, product market and personnel, uncertainty as to target markets, dependence upon third parties, changes in environmental laws or policies, uncertainty as to patent and proprietary rights, availability of management and key personnel, and acquisition integration risk. These risks are set out in more detail in Azure's annual information form which can be accessed at www.sedar.com.

The forward-looking statements contained in this press release are made as of the date hereof and Azure undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

SOURCE Azure Dynamics Corporation

Source: PR Newswire

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