AAR Adopts Limited Duration Stockholder Rights Plan

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.