Blue Bird Corporation (BLBD) Rejects Proposal from American Securities

September 1, 2016 4:11 PM EDT

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Blue Bird Corporation (Nasdaq: BLBD) (the “Company”), the leading independent designer and manufacturer of school buses, announced today that the special committee of its board of directors (the “Special Committee”) has rejected the July 20, 2016 proposal from American Securities LLC (“American Securities”), pursuant to which ASP BB Holdings LLC, an entity owned by affiliated funds managed by American Securities, would acquire all of the remaining equity of the Company that ASP BB Holdings LLC does not currently own, excluding Company common stock held by management, at a valuation of $12.80 to $13.10 per share of common stock. After careful review, and based in part on the advice and analysis of its financial advisor, the Special Committee determined that American Securities’ proposed valuation is inadequate and undervalues the Company.

The Special Committee, with the assistance of its financial advisor, is prepared to enter into discussions with American Securities to determine if the proposed valuation can be increased to adequately reflect the full value of the Company. The Special Committee is willing to consider any amended proposal from American Securities and any proposals that any third parties might put forward.

The Company stated that there can be no assurance that discussions or negotiations with American Securities or any other party will result in any transaction. The Special Committee intends to act expeditiously, but there is no timetable for its discussions with American Securities or any other parties. The Company does not undertake any obligation to provide any updates with respect to any transaction, except as required by applicable law. As announced on August 3, 2016, the Special Committee was formed in response to the American Securities proposal and is comprised of three independent directors. The Company’s board of directors has delegated to the Special Committee certain power and authority, including the power and authority to evaluate and negotiate the terms and conditions of the proposed transaction with American Securities and any alternative transaction to such proposed transaction, solicit from third parties proposals for alternative transactions to the extent the Special Committee deems appropriate and reject or approve the proposed transaction with American Securities.

The Special Committee has engaged Evercore to act as its financial advisor and has retained Sidley Austin LLP as its legal counsel.



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