CALGARY and NEW YORK, April 11 /CNW/ - Fuel Systems Solutions, Inc. ("Fuel Systems") (Nasdaq: FSYS) and Alternative Fuel Systems (2004) Inc. ("AFS") (TSXV: AFX) today announced that the formal take-over bid circular in
respect of the offer by AFS Acquisition Co. Inc. (the "Offeror"), a wholly-owned indirect subsidiary of Fuel Systems, to acquire all
of the outstanding common shares of AFS, including all shares that may
be issued on the exercise of options granted under AFS's stock option
plan, at a price of $0.50 in cash per share (the "Offer") has been mailed to AFS's registered shareholders and option holders.
AFS has also mailed its directors' circular recommending that AFS's
shareholders accept the Offer.
As previously announced, following a thorough review by the board of
directors of AFS, consultation with its legal and other advisors and
upon recommendation of its special committee, the board of directors of
AFS 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.
The Offer represents a 66.7% premium over the average closing price of
the AFS shares on the TSX Venture Exchange for the 20 trading days
ending April 4, 2011, the last trading day prior to the announcement of
the intention to make the Offer. All officers and directors of AFS and
AFS's largest shareholder, representing in aggregate approximately
26.5% of the common shares outstanding on a fully-diluted basis, have
agreed to tender their shares to the Offer pursuant to lock-up
The Offer is scheduled to expire at 5:00 p.m. (Calgary time) on Tuesday,
May 17, 2011. Full particulars of the Offer are set out in the offer
and circular filed 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 Technologies and BRC. IMPCO Technologies 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.
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
For copies of the Offer documents contact:
Computershare Investor Services Inc.
Toll Free (North America): 1-800-564-6253