Fuel Systems Solutions, Inc. ("
Fuel Systems")
(Nasdaq:FSYS), through its wholly owned subsidiary IMPCO
Technologies, Inc. ("
IMPCO"), and Alternative Fuel
Systems (2004) Inc. ("
AFS") (TSX-V:AFX) announced
that they have entered into a support agreement (the
"
Support Agreement") pursuant to which IMPCO has
agreed to offer to acquire, directly or indirectly, all of the
outstanding common shares of AFS for Cdn.$0.50 in cash per share
(the "
Offer"). The purchase price under the Offer
represents a 66.7% premium over the average closing price for the
last 20 trading days of Cdn.$0.30. The transaction is valued at
approximately Cdn.$9.4 million.
Following a thorough review by the board of directors of AFS,
consultation with its financial and legal advisors and upon
recommendation of the special committee of the board of directors,
the board of directors of AFS has unanimously determined that the
Offer is fair to the shareholders of AFS and is in the best
interests of AFS and its shareholders, and unanimously recommends
that shareholders of AFS accept the Offer.
Matthew Beale, Fuel Systems' Co-President and Head of IMPCO
Operations, said, "The acquisition of AFS will expand our
technology platform and enhance our ability to address the
high-growth commercial vehicle and stationary engine markets in
Asia. Having partnered with AFS in the past, we have grown to
admire their capabilities and perceive a strong cultural fit with
our organization."
Jim Perry, CEO of AFS, said, "While the strategic logic of the
combination is compelling, we believe that the fully financed cash
offer and attractive premium offers our shareholders outstanding
value. We look forward to joining the Fuel Systems team and
accelerating our growth strategy as part of a leading global player
in our industry."
AltaCorp Capital Inc. acted as advisor to the special committee
of the board of AFS and provided an opinion that, as of the date
hereof, the consideration to be received by AFS shareholders
pursuant to the Offer is fair, from a financial point of view, to
the AFS shareholders.
Concurrently with the execution of the Support Agreement, the
directors and officers of AFS, as well as Remington Development
Corporation, AFS's largest shareholder, entered into lock-up
agreements with IMPCO, pursuant to which they have agreed to
deposit all AFS shares (including shares issuable upon exercise of
any options held) under the Offer. The locked up shareholders
own, in the aggregate 4,056,560 AFS shares and 968,000 options,
representing approximately 26.5% of the AFS Shares on a fully
diluted basis.
The Offer will be made in the form of a take-over bid. AFS
has agreed to pay a non-completion fee of Cdn.$471,000 to IMPCO and
to reimburse IMPCO for its expenses up to Cdn.$400,000 under
certain circumstances. The Support Agreement also contains
customary non-solicitation covenants and AFS has reserved the right
to respond to superior proposals if certain conditions are met,
subject to IMPCO's right to match any such superior
proposal.
The Offer will be subject to customary conditions, including at
least two-thirds of the outstanding shares of AFS on a fully
diluted basis having been validly deposited under the Offer and not
withdrawn.
The full and important details of the Offer will be included in
the formal offer and takeover bid circular, which is expected to be
mailed to shareholders in the next 10 days, together with a
directors' circular which will set out the board of directors'
unanimous recommendations that shareholders accept the
Offer. Once mailed, the take-over bid circular and the
directors' circular will be available on SEDAR at
www.sedar.com.
About Fuel Systems
Fuel Systems (Nasdaq:FSYS) is a leading designer, manufacturer
and supplier of proven, cost-effective alternative fuel components
and systems for use in transportation and industrial applications.
Fuel Systems' components and systems control the pressure and flow
of gaseous alternative fuels, such as propane and natural gas, used
in internal combustion engines. These components and systems
feature the company's advanced fuel system technologies, which
improve efficiency, enhance power output and reduce emissions by
electronically sensing and regulating the proper proportion of fuel
and air required by the internal combustion engine. In addition to
the components and systems, Fuel Systems provides engineering and
systems integration services to address unique customer
requirements for performance, durability and configuration. Fuel
Systems is composed of two operating subsidiaries: IMPCO and BRC.
IMPCO is a leader in the heavy duty, industrial, power generation
and stationary engines sectors and recently established a U.S.
Automotive division. BRC is a leader in the light duty and
automobile alternative fuel sectors and has established alliances
with several major automobile manufacturers for OEM projects.
Additional information is available at
www.fuelsystemssolutions.com.
About AFS
AFS, based in Calgary, Canada, is a leading developer and
manufacturer of natural gas vehicle engine controllers and
associated components. AFS common shares trade on the TSX
Venture Exchange under the symbol "AFX". Additional
information is available at www.afsglobal.com.
Forward-Looking Statements
This press release contains forward-looking information that
involves substantial known and unknown risks and uncertainties,
most of which are beyond the control of AFS and Fuel Systems,
including, without limitation, statements pertaining to the
Offer. Should one or more of these risks or uncertainties
materialize, or should assumptions underlying the forward-looking
information prove incorrect, actual results could vary materially
from those expressed or implied by the forward-looking
information. Accordingly, prospective investors should not
place undue reliance on these forward-looking statements. A
description of risk factors that may cause actual results to differ
materially from forward-looking information can be found in AFS's
filings on the SEDAR website at www.sedar.com. Readers should also
consider the risk factors set forth in Fuel Systems' reports filed
with the Securities and Exchange Commission, including, but not
limited to, those contained in the "Risk Factors" section of Fuel
Systems' Annual Report on Form 10-K, for the year ended December
31, 2010. Any forward-looking statements are made as of the
date of this release and, other than as required by applicable
securities laws, neither AFS nor Fuel Systems assume any obligation
to update or revise them to reflect new events or
circumstances.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts any responsibility for the adequacy or
accuracy of this release.
CONTACT: Alternative Fuel Systems (2004) Inc.
Jim Perry, President
Phone: (403) 262-1833
E-mail: jperry@afsglobal.com
Fuel Systems Solutions, Inc.
Matthew Beale, Co-President
(646) 502-7170
Fuel Systems Solutions, Inc. Investor Relations Contacts:
Lippert / Heilshorn & Associates
Carolyn M. Capaccio
ccapaccio@lhai.com
Cathy Mattison
cmattison@lhai.com
(415) 433-3777
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