CALGARY and NEW YORK, May 17 /CNW/ - Fuel Systems Solutions, Inc. ("Fuel Systems") (Nasdaq: FSYS) and Alternative Fuel Systems (2004) Inc. ("AFS") (TSXV: AFX) today announced that AFS Acquisition Co. Inc. (the "Offeror"), a wholly-owned indirect subsidiary of Fuel Systems, took up and
accepted for payment 15,704,867 common shares of AFS ("AFS Shares"), representing approximately 83.3% of the outstanding AFS Shares on a
fully-diluted basis, pursuant to its previously announced offer to
acquire all of the outstanding AFS Shares, including all AFS Shares
that may be issued on the exercise of options granted under AFS's stock
option plan, at a price of Cdn.$0.50 in cash per AFS Share by way of a
formal take-over bid (the "Offer").
By written notice given to the depositary for the Offer, the Offeror has
also extended the time for acceptance of the Offer from 5:00 p.m.
(Calgary time) on May 17, 2011 to 5:00 p.m. (Calgary time) on May 31,
2011 in order to enable the remaining shareholders to receive prompt
payment of the same Cdn.$0.50 per share consideration under the Offer.
A notice announcing the extension of the Offer will promptly be mailed
to holders of AFS Shares.
Neither the Offeror nor any of its affiliates owned or controlled any
AFS Shares prior to the take-up of AFS Shares under the Offer. The
purpose of the Offer is to enable the Offeror to acquire (and its
direct and indirect parents, IMPCO Technologies, Inc. ("IMPCO") and Fuel Systems, respectively, to indirectly acquire through the
Offeror) all of the outstanding AFS Shares. The Offeror intends to
acquire all remaining Shares not deposited under the Offer pursuant to
a compulsory acquisition or other going private transaction under the Business Corporations Act (Alberta) within approximately the next 30 to 90 days. In connection
with a compulsory acquisition or other going private transaction, the
Offeror intends to cause AFS to apply for the delisting of the AFS
Shares from the TSX Venture Exchange (the "TSXV") and to cease being a reporting issuer under Canadian securities laws.
Following the take-up of AFS Shares under the Offer, all of the
directors of AFS resigned and were succeeded by nominees of the
Offeror. The AFS board now consists of Matthew Beale, Mark Haskins,
Norman Bryan and James Nall.
Full particulars of the Offer are set out in the offer and circular
filed by the Offeror (as amended by the notice of extension to be
mailed by the Offeror) and the directors' circular filed by AFS. AFS
shareholders are urged to carefully read and consider the information
contained in these circulars. These documents, as well as copies of the
support agreement and lock-up agreements in respect of the Offer, are
available on the Canadian Securities Administrators' website at www.sedar.com under AFS's profile. Copies of the offer documents may also be obtained
without charge from Computershare Investor Services Inc., the
depositary for the Offer, whose contact details are set out below.
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.
AFS, based in Calgary, Canada, is a leading developer and manufacturer
of natural gas vehicle engine controllers and associated components.
The AFS Shares trade on the TSXV under the symbol "AFX". Additional
information is available at www.afsglobal.com.
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
This press release contains forward-looking information that involves
substantial known and unknown risks and uncertainties, many of which
are beyond the control of AFS and Fuel Systems, including statements
pertaining to the proposed completion of a compulsory acquisition or
other going private transaction in respect of AFS, the de-listing of
the AFS Shares and AFS ceasing to be a reporting issuer. 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. 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.
For questions about the Offer or to obtain copies of the Offer documents
RBC Capital Markets, the Dealer Manager for the Offer
Toll Free: 1-866-213-7843
Computershare Investor Services Inc., the Depositary for the Offer
Toll Free (North America): 1-800-564-6253
For copies of the early warning report to be filed by the Offeror
Matthew Beale, Chief Executive Officer of the Offeror
The mailing address of the Offeror is 780 3rd Avenue, 25th Floor, New
York, NY 10017, c/o Fuel Systems Solutions, Inc.
SOURCE Alternative Fuel Systems (2004) Inc.
For further information:
Alternative Fuel Systems (2004) Inc.
Jim Perry, President
Phone: (403) 262-1833
Fuel Systems Solutions, Inc.
Matthew Beale, Co-President
Fuel Systems Solutions, Inc. Investor Relations Contacts:
Lippert / Heilshorn & Associates
Carolyn M. Capaccio