Northstar Seeks Court Approval of Bidding Procedures and Bid Deadline

CHICAGO, June 19, 2012 /CNW/ - Northstar Aerospace, Inc. (the "Corporation", together with its affiliates "Northstar") announced today that it filed motions seeking approval of bidding procedures, including a deadline for bids (the "Bidding Procedures"), from the Ontario Superior Court of Justice (Commercial Division) (the "Canadian Court") which is supervising the proceedings of the Corporation and certain of its Canadian affiliates under the Companies' Creditors Arrangement Act commenced on June 14, 2012 (the "CCAA Proceedings") and from the United States Bankruptcy Court for the District of Delaware (the "US Court") which is supervising the proceedings commenced under Chapter 11 of the US Bankruptcy Code by certain of its U.S. subsidiaries on the same date (the "Chapter 11 Proceedings").

As announced on June 14, 2012, the Corporation has entered into an asset purchase agreement, subject to approval of both the Canadian Court and the US Court (the "APA") with Heligear Acquisition Co. (as US Purchaser) and Heligear Canada Acquisition Corporation (as Canada Purchaser), affiliates of Wynnchurch Capital, Ltd., pursuant to which substantially all of the operating assets of Northstar will be sold for an aggregate cash purchase price of approximately $70 million,  together with the assumption of certain liabilities and certain other terms, conditions and adjustments.  Northstar is seeking approval for the use of the APA as a "stalking horse bid". If the proposed Bidding Procedures are approved by the Canadian Court and the US Court, higher and/or better offers must be submitted by no later than 5:00 p.m. (Eastern time) on July 13, 2012 (the "Bid Deadline").  The Bidding Procedures and the Bid Deadline are subject to approval of the Canadian Court and the US Court. A joint hearing of the Canadian Court and the US Court is scheduled for June 27, 2012 with respect to the bid procedures.  Northstar is seeking a joint sale hearing on or about July 24, 2012.

Parties wishing to participate in the bidding process are invited to contact Jon Nemo of Harris Williams, Northstar's investment banker at [phone]. Copies of the Bidding Procedures and the APA are available on the Monitor's website: www.ey.com/ca/northstaraerospace, or on the website of the Chapter 11 Notice Agent: www.loganandco.com.

Information about the Corporation's CCAA Proceedings, including copies of Canadian Court Orders and Monitor's reports, will be available on the Monitor's website at www.ey.com/ca/northstaraerospace.  Information about the Chapter 11 Proceedings, including US Court Orders, will be available at www.loganandco.com.

About Northstar Aerospace, Inc.:

Northstar Aerospace, Inc. (www.nsaero.com) is North America's leading independent manufacturer of flight critical gears and transmissions.  Northstar Aerospace, Inc. is a public company with operating subsidiaries in the United States and Canada.  Its principal products include helicopter gears and transmissions, accessory gearbox assemblies, rotorcraft drive systems and other machined and fabricated parts.  It also provides maintenance, repair and overhaul of components and transmissions. The Company's executive offices are located in Chicago, Illinois.  Its plants are located in Chicago, Illinois; Phoenix, Arizona and Milton and Windsor, Ontario.

About Wynnchurch Capital, Ltd.:

Wynnchurch Capital, Ltd., headquartered in the Chicago suburb of Rosemont, Illinois with offices in Dallas, Detroit, and Toronto and an affiliate office in Montreal, was founded in 1999 and is a leading middle-market private equity investment firm. Wynnchurch's strategy is to partner with middle market companies in the United States and Canada which have outstanding management teams and possess the potential for substantial growth and profit improvement. Wynnchurch Capital manages a number of private equity funds with capital under management in excess of $1 billion specializing in management buyouts, recapitalizations, corporate carve-outs, restructurings and growth capital. More information about Wynnchurch Capital can be found at: www.wynnchurch.com.

Forward Looking Statements

This press release contains forward-looking statements that are subject to risks and uncertainties. All statements, other than statements of historical fact included in this press release, including the statements in the press release relating to the Corporation's CCAA proceeding, the sales process and obtaining additional financing may be or include forward-looking statements. Forward-looking information contained herein is based upon a number of assumptions and actual future events may differ materially depending on a variety of factors, including the Corporation's ability to access sufficient financing and the conditions associated with the sale of the Corporation's assets. Other important factors that could cause actual results to differ materially from the Corporation's expectations (together with the cautionary statements in the previous sentence, "Cautionary Statements") are included in the Corporation's Consolidated Financial Statements for the Years Ended December 31, 2010 and 2009 -  Management's Discussion and Analysis - Risks and Uncertainties, the Corporation's Annual Information Form filed on March 25, 2011, under the heading of Risks and Uncertainties, the Corporation's Consolidated Interim Financial Statements for the three and nine months ended September 30, 2011, and 2010 under the heading Basis Of Preparation And Adoption Of IFRS - Going Concern and in the related Management's Discussion and Analysis under the heading Risks and Uncertainties and the heading Going Concern. Although the Corporation believes that the expectations reflected in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to have been correct. All information contained in this press release and subsequent written and oral forward-looking statements attributable to the Corporation or persons acting on behalf of the Corporation are expressly qualified in their entirety by the Cautionary Statements. The Corporation disclaims any intentions or obligation to update or revise any forward looking statements or comments as a result of any new information, future event or otherwise, unless such disclosure is required by law.

David G. Anderson, General Counsel at [email protected] or 708.728.2055