Offer and Director's Circular Mailed in Respect of $0.50 per Share Offer by Fuel Systems Solutions, Inc. for Alternative Fuel Sy
12 4월 2011 - 6:30AM
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 agreements.
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.
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.
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: For further information 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
For copies of the Offer documents contact:
Computershare Investor Services Inc.
Toll Free (North America): 1-800-564-6253
E-Mail: corporateactions@computershare.com
Alternative Fuel Systems (TSXV:AFX)
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