CALGARY AND NEW YORK, April 4 /CNW/ - Fuel Systems Solutions, Inc. ("Fuel Systems") (Nasdaq: FSYS), through its wholly owned subsidiary IMPCO
Technologies, Inc. ("IMPCO"), and Alternative Fuel Systems (2004) Inc. ("AFS") (TSXV: 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 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
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
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.
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.
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
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