Merger Update - Results of Special Meeting
13 Octobre 2010 - 8:00AM
UK Regulatory
TIDMCTS TIDMCTSU
RNS Number : 2871U
Catalytic Solutions, Inc.
13 October 2010
+------------------------------+-----------------------------------+
| For Immediate Release | 13 October 2010 |
+------------------------------+-----------------------------------+
Catalytic Solutions, Inc.
Merger Update - Results of Special Meeting
Catalytic Solutions, Inc. ("CSI" or the "Company") (AIM: CTS and CTSU), the
Company behind Mixed Phase Catalyst (MPC ) technology announces that at its
special meeting of shareholders held on October 12, 2010, all resolutions were
duly passed.
CSI is also pleased to announce that it has been informed by Clean Diesel
Technologies, Inc. ("CDTI" or "Clean Diesel") that at its annual stockholder
meeting held on October 12, 2010, all resolutions were also duly passed.
In light of the shareholder approvals, CSI will now move to amend its articles
of incorporation and complete the issuance of the second tranche of secured
convertible notes and the subsequent conversion of all $4 million of the secured
convertible notes issued by CSI, all of which will occur immediately prior to
the approved business combination with CDTI (the "Merger"). As announced on June
2, 2010, CSI agreed to issue an aggregate of $4.0 million of secured convertible
notes to a group of qualifying investors, $2.0 million of which have been issued
by CSI in four equal installments, and the remaining $2.0 million of which are
to be issued after shareholder approval of the Merger and after other necessary
approvals under CSI's articles of incorporation but prior to the effective time
of the Merger.
Expected Timetable of Events
Further to its announcement of September 27, 2010, CSI now expects to close the
Merger by reference to the following key dates:
+------------------------------+-----------------------------------+
| Event | Time |
+------------------------------+-----------------------------------+
| Expected Effective Date of | October 15, 2010 |
| the Merger | |
+------------------------------+-----------------------------------+
| Expected last day of dealing | October 15, 2010 |
| in, and for registration of | |
| transfers of, CSI common | |
| shares | |
+------------------------------+-----------------------------------+
| Expected time and date for | 8.00 a.m. (London time) on |
| the cancellation of | October 18, 2010 |
| admission to trading of | |
| CSI's common shares on AIM | |
+------------------------------+-----------------------------------+
| Expected time and date of | 9.30 a.m. (New York time) on |
| admission to trading on | October 18, 2010 |
| NASDAQ of the new Clean | |
| Diesel shares | |
+------------------------------+-----------------------------------+
The times and dates set out in the above timetable are indicative and remain
subject to change. If any of the above times and/or dates change, the revised
times and/or dates will be notified to CSI shareholders by announcement on a
Regulatory Information Service and copies of such notifications will be made
available thereafter on the Company's website (www.catalyticsolutions.com).
Effect of the Merger on CSI Shareholders
Immediately following completion of the Merger, CSI's common shares will
represent a right to receive a given number of new Clean Diesel shares of common
stock and in certain cases, also warrants to purchase such Clean Diesel shares,
in a proportion summarized in the Information Statement sent to shareholders and
available on the Company's website.
Documentation to effect cancellation of CSI common share certificates and the
issuance of the new Clean Diesel shares and, where entitled, warrants to
purchase such shares, will be distributed to entitled shareholders following the
closing of the Merger.
Following the Merger, and assuming successful closure of the financings of both
CSI and Clean Diesel, CSI will be a wholly-owned subsidiary of Clean Diesel and
holders of CSI shares and "in-the-money" warrants (including investors in its
secured convertible notes) and CSI's financial advisor will collectively own
approximately 60% of the outstanding Clean Diesel shares of common stock, with
current Clean Diesel stockholders (including investors in its capital raise
discussed further in the Information Statement) owning the remaining 40%.
CSI has applied to the London Stock Exchange to cancel the admission of its
shares to trading on the AIM market, both under the "CTS" and "CTSU" ticker
symbols, in the event that the Merger completes. Assuming that the Merger
becomes effective on October 15, 2010 the last day for dealing in, and for
registration of transfers of, CSI common shares will be October 15, 2010 and the
cancellation of admission to trading of such shares on AIM will occur at 8:00
a.m. (London time), on October 18, 2010.
Nasdaq has approved CSI and Clean Diesel's application to list the new Clean
Diesel shares to be issued to CSI shareholders in the Merger on the NASDAQ.
Receipt of approval of listing on NASDAQ was a condition to closing the Merger.
Accordingly, it is expected that all Clean Diesel shares to be issued to CSI
shareholders in the Merger will be listed and admitted to trading on the NASDAQ
at the effective time of the Merger.
Further updates will be made in due course.
For further details please contact:
+------------------------+--------------------+--------------------+
| Catalytic Solutions, | Canaccord Genuity | Buchanan |
| Inc. | Limited | Communications |
| Charlie Call, Chief | Robert Finlay | Charles Ryland |
| Executive Officer | Guy Blakeney | Christian Goodbody |
| Tel: +1 (805) 639-9463 | | |
| Steve Golden, Chief | | |
| Technical Officer | | |
| Tel: +1 (805) 639-9464 | Tel: 020 7050 6500 | Tel: 020 7466 5000 |
| Nikhil Mehta, Chief | | |
| Financial Officer | | |
| Tel: +1 (805) 639-9461 | | |
+------------------------+--------------------+--------------------+
About Catalytic Solutions, Inc.
Catalytic Solutions, Inc. is a global manufacturer and distributor of emissions
control systems and products, focused in the heavy duty diesel and light duty
vehicle markets. The Company's emissions control systems and products are
designed to deliver high value to its customers while benefiting the global
environment through air quality improvement, sustainability and energy
efficiency. Catalytic Solutions, Inc. is listed on AIM, a market operated by the
London Stock Exchange (AIM: CTS and CTSU) and currently has operations in the
USA, Canada, France, Japan and Sweden as well as an Asian joint venture.
A copy of this release is available on CSI's website at
www.catalyticsolutions.com.
The board directors of CSI accepts responsibility for all the information
contained in this Announcement except for that information regarding Clean
Diesel, for which it accepts no responsibility. To the best of the knowledge and
belief of the board directors of CSI (who have taken all reasonable care to
ensure that such is the case), the information contained in this document for
which they are responsible is in accordance with the facts and does not omit
anything likely to affect the import of such information.
This communication shall not constitute an offer to sell or the solicitation of
an offer to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction.
The securities of CSI described herein have not been registered under the U.S.
Securities Act of 1933, as amended (the "Securities Act"), or the laws of any
state, and may not be offered or sold within the United States, except pursuant
to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and applicable state laws. There is no
present intention to register CSI's securities in the United States or to
conduct a public offering of securities in the United States.
An information statement in the form provided to CSI's shareholders in
connection with the proposed Merger is included in a registration statement on
Form S-4 which was initially filed by CDTI with the U.S. Securities and Exchange
Commission on 14 May 2010, and amended on 22 July 2010, 30 August 2010, 15
September 2010 and 23 September 2010, and which was declared effective on 23
September 2010.
This announcement and the information contained herein include forward-looking
statements relating to CSI and CDTI. Forward-looking statements are identified
by words such as "believe," "anticipate," "expect," "intend," "plan,"
"will," "may," "should," "could," "think," "estimate" and
"predict," and other similar expressions. In addition, any statements that
refer to expectations, projections or other characterisations of future events
or circumstances are forward-looking statements. Such statements reflect the
relevant company's current views with respect to future events and are subject
to risks, assumptions and uncertainties that could cause the actual results to
differ materially from those expressed or implied in the forward-looking
statements. Many of these risks, assumptions and uncertainties relate to factors
that are beyond the companies' abilities to control or estimate precisely, such
as future market conditions, changes in general economic and business
conditions, introduction of competing products and services, lack of acceptance
of new products or services and the behaviour of other market participants.
This information is provided by RNS
The company news service from the London Stock Exchange
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