Fuel Systems Solutions, Inc. (ticker: FSYS, exchange: NASDAQ Global Market (.O))
News Release -
AFS Acquisition Co. Inc. Acquires Additional 8.82% of Alternative Fuel Systems (2004) Inc.; Plans Compulsory Acquisition of Remaining Shares
CALGARY, Alberta and NEW YORK, May 31, 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 an additional 1,661,507 common shares of AFS ("AFS Shares"), representing approximately 8.82% 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").
The AFS Shares taken up today are in addition to the 15,704,867 AFS Shares acquired by the Offeror under the Offer on May 17, 2011. The Offeror will, upon payment for the AFS Shares taken up today, own approximately 92.15% of the outstanding AFS Shares on a fully-diluted basis. The Offer has now expired and the Offeror intends to commence a compulsory acquisition under the Business Corporations Act (Alberta) for the remaining AFS Shares on or about June 1, 2011.
The purpose of the Offer was 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. In connection with the commencement of the compulsory acquisition, 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.
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.
For further information contact:
Alternative Fuel Systems (2004)
Jim Perry, President and CEO
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 questions about the Offer or to obtain copies of the Offer documents contact:
RBC Capital Markets, the Dealer Manager for the Offer
Toll Free: 1-866-213-7843
Computershare Investor Services Inc., the Depositary for
Toll Free (North America): 1-800-564-6253
For copies of the early warning report to be filed by the Offeror contact:
Matthew Beale, Chief Executive Officer of the Offeror
This news release was distributed by GlobeNewswire, www.globenewswire.com
SOURCE: Fuel Systems Solutions, Inc.; Alternative Fuel Systems (2004) Inc.
The mailing address of the Offeror is 780 3rd Avenue, 25th Floor, New York, NY 10017, c/o Fuel Systems Solutions, Inc.