AFS Acquisition Co. Inc. Acquires Approximately 83.3% of Alternative Fuel Systems (2004) Inc.; Extends Offer Until May 31, 2011
18 May 2011 - 11:30AM
Fuel Systems Solutions, Inc. ("
Fuel Systems")
(Nasdaq:FSYS) and Alternative Fuel Systems (2004) Inc.
("
AFS") (TSX-V: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.
About AFS
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 release.
Forward-Looking Statements
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.
CONTACT: Alternative Fuel Systems (2004) Inc.
Jim Perry, President
(403) 262-1833
jperry@afsglobal.com
Fuel Systems Solutions, Inc.
Matthew Beale, Co-President
(646) 502-7170
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