Fuel Systems Solutions, Inc. (ticker: FSYS, exchange: NASDAQ Global Market (.O))
News Release -
AFS Acquisition Co. Inc. Acquires Approximately 83.3% of Alternative Fuel Systems (2004) Inc.; Extends Offer Until May 31, 2011
CALGARY, Alberta, and NEW YORK, May 17, 2011 (GlobeNewswire via COMTEX) -- 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.
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.
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.
This news release was distributed by GlobeNewswire, www.globenewswire.com
SOURCE: Fuel Systems Solutions, Inc.
CONTACT: Alternative Fuel Systems (2004) Inc.
Jim Perry, President
Fuel Systems Solutions, Inc.
Matthew Beale, Co-President