Merger Update
27 September 2010 - 9:21AM
UK Regulatory
TIDMCTS TIDMCTS TIDMCTSU
RNS Number : 3154T
Catalytic Solutions, Inc.
27 September 2010
+-------------------------------+------------------------------------+
| For Immediate Release | 27 September 2010 |
+-------------------------------+------------------------------------+
Catalytic Solutions, Inc.
Merger Update - Posting of Information Statement to Shareholders, Notice of
Special Meeting
Catalytic Solutions, Inc. ("CSI" or the "Company") (AIM: CTS and CTSU), the
Company behind Mixed Phase Catalyst (MPC ) technology announces that it has now
posted to shareholders the Information Statement, Notice of Special Meeting of
Shareholders and related documentation in connection with its merger with Clean
Diesel Technologies, Inc. ("CDTI") ("Merger Documentation"). A copy of the
Merger Documentation can be found on the Company's website at
www.catalyticsolutions.com.
Background to the Merger
As the Company announced on May 14, 2010, the boards of directors of CSI and
Clean Diesel Technologies, Inc. ("Clean Diesel") approved the combination of the
businesses of Clean Diesel and CSI, whereby CSI will become a wholly-owned
subsidiary of Clean Diesel (the "Merger") and following completion of the
Merger, will cease trading on the Alternative Investment Market of the London
Stock Exchange ("AIM").
The Merger is conditional, among other things, on obtaining CSI shareholder
approval and Clean Diesel stockholder approval. Each of CSI and Clean Diesel
have sent to their respective shareholders the accompanying Information
Statement and related documentation, which include notices convening meetings of
their security holders, to obtain the necessary approvals to complete the
proposed Merger. Both boards are recommending that their respective security
holders vote in favor of the Merger and the related transactions.
In addition to voting on the Merger, CSI shareholder approval is also necessary
to complete the conversion of the secured convertible notes issued by CSI. 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 will 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.
More information about CSI, Clean Diesel and the proposed Merger, including
information regarding the anticipated ownership of the combined company
following the Merger and the merger consideration to be received by CSI's
shareholders in the Merger, is contained in the Information Statement and
related documentation which shareholders are urged to read carefully.
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 in a proportion summarized in the Information Document and in certain
cases, also warrants to purchase such Clean Diesel shares.
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. Shareholders are asked not send in any stock certificates
representing CSI common shares to the Company at this time. Further
documentation for such purpose will be sent to Shareholders after approval and
completion of the Merger.
Following the Merger, and assuming successful 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 capital raise
highlighted above) 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%.
Expected Timetable of Principal Events
Set out below is a summary of key times and dates between now and the completion
of the Merger:
+---------------------------+---------------------+
| Event | Time |
+---------------------------+---------------------+
| | |
+---------------------------+---------------------+
| Record date for Special | Close of business |
| Meeting | on September 17, |
| | 2010 |
+---------------------------+---------------------+
| Latest time and date for | 5.00 p.m. (British |
| receipt of Forms of | Summer time) on |
| Instruction by the | October 7, 2010 |
| Companys depositary, | |
| Computershare Investor | |
| Services PLC | |
+---------------------------+---------------------+
| Latest time and date for | 5.00 p.m. (British |
| receipt of Proxy Cards by | Summer time) on |
| the Companys registrar, | October 8, 2010 |
| Computershare Investor | |
| Services (Jersey) Limited | |
+---------------------------+---------------------+
| Latest time and date for | 11.59 p.m. |
| receipt of Proxy Cards by | (California time) |
| the Company | on October 11, 2010 |
+---------------------------+---------------------+
| Time and date of Special | 10.00 a.m. |
| Meeting of the Company | (California time) |
| | on October 12, 2010 |
+---------------------------+---------------------+
| Expected Effective Date | October 15, 2010 |
| of the Merger | |
+---------------------------+---------------------+
| Expected last day of | October 15, 2010 |
| dealing in, and for | |
| registration of transfers | |
| of, CSI common shares | |
+---------------------------+---------------------+
| Expected time and date | 8.00 a.m. (London |
| for the cancellation of | time) on October |
| admission to trading of | 18, 2010 |
| CSIs common shares on | |
| AIM | |
+---------------------------+---------------------+
| Expected time and date of | 9.30 a.m. (New York |
| admission to trading on | time) on October |
| NASDAQ of the new Clean | 18, 2010 |
| Diesel shares | |
+---------------------------+---------------------+
Certain of 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).
Cancellation of AIM listing of CSI shares
Under the terms of the Merger, at the effective date of the Merger CSI
shareholders will automatically receive new Clean Diesel shares and, in some
cases warrants to acquire such shares and CSI will become a wholly owned
subsidiary of Clean Diesel. Following completion of the Merger, because CSI will
only have one shareholder, being Clean Diesel, it will be inappropriate for CSI
to maintain its listing on AIM.
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 is approved and the Merger completes.
Assuming that the Merger is approved and 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.
CSI and Clean Diesel have applied 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 is 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. NASDAQ has not yet approved the listing of the new Clean
Diesel shares.
In the event that the Merger does not complete, CSI common shares will continue
to trade on AIM as they do now.
It is important for shareholders to be aware that by voting in favor of the
Merger, they will be accepting the cancellation of the admission of CSI's common
shares to trading on AIM.
Voting at the Special Meeting of CSI Shareholders
CSI is holding a Special Meeting of its shareholders on October 12, 2010 at the
Company's facility located at 1621 Fiske Place, Oxnard, CA 93003, USA on October
12, 2010 at 10.00 a.m. Californian time to consider and, if thought fit to pass
resolutions to approve the Merger and complete certain related transactions.
Full details of the resolutions upon which CSI shareholders are being asked to
vote are included in the Notice of Special Meeting which can be found in the
Information Statement. Shareholders are asked to read them carefully.
CSI has elected to retain Salisbury Associates to provide proxy solicitation
services in connection with the Company's Special Meeting to be held on October
12, 2010 at a fee of GBP10,000. The Company will pay the costs of these proxy
solicitation services.
Proxy Cards and Forms of Instruction have also been sent to shareholders with
the Information Statement and Notice of Special Meeting. If a shareholder does
not plan to attend the CSI Special Meeting in person then in order for their
vote to count at the meeting, their Forms of Instruction (if they hold
depositary interests) must be received by CSI or Computershare no later than the
relevant time on October 7, 2010 or their Proxy (if they hold common shares) by
no later than the relevant time on October 8, 2010 if sent to Computershare or
October 11, 2010 if sent to the Company. To ensure receipt and processing of
shareholders' votes, shareholders are urged to lodge their Forms of Instruction
with Computershare prior to October 7, 2010 or their Proxy Card with the Company
or Computershare prior to October 8, 2010.
Holders of record may revoke proxies at any time prior to the meeting by
delivering such revocation directly to the Secretary of the Company as set forth
in the Information Statement.
The Company's board of directors unanimously recommends that CSI shareholders
vote FOR Proposal No. 1 to adopt the Merger Agreement and FOR Proposal No. 4 to
adjourn the special meeting, if necessary, if a quorum is present, to solicit
additional proxies if there are not sufficient votes in favor of Proposals No.
1, No. 2 and No. 3. The Company's board of directors also recommends that CSI
shareholders vote FOR Proposal No. 2 to amend CSI's articles of incorporation to
designate CSI's current outstanding shares of common stock as "Class A" common
stock, to create a new class of common stock to be designated as "Class B"
common stock, and to increase its authorized share capital and FOR Proposal No.
3 to disapply shareholder pre-emptive rights. Mr. Alexander "Hap" Ellis, III has
an interest in the secured convertible notes as described in the Information
Statement. Accordingly, Mr. Ellis abstains from recommending Proposals No. 2 and
No. 3.
Even if shareholders plan to attend the Special Meeting in person, the Company
urges shareholders to sign and return the enclosed Proxy Card or Voting
Instruction Card to ensure that their interests in CSI common shares will be
represented at the meeting should they be unable to attend. Completion of a
Proxy Card or Voting Instruction Card will not preclude a shareholder from
attending the Special Meeting in person and voting in person. Further
information on voting and attendance at the Special Meeting is set out in the
accompanying Information Statement. Shareholders are asked to read the
accompanying Information Statement and related documents carefully and cast
their vote as promptly as possible.
For further details please contact:
+---------------------------+------------------+--------------------+
| Catalytic Solutions, Inc. | Canaccord | Buchanan |
| Charlie Call, Chief | Genuity Limited | Communications |
| Executive Officer | Robert Finlay | Charles Ryland |
| Tel: +1 (805) 639-9463 | Guy Blakeney | Christian Goodbody |
| Steve Golden, Chief | | |
| Technical Officer | | |
| Tel: +1 (805) 639-9464 | | |
| Nikhil Mehta, Chief | Tel: 020 7050 | Tel: 020 7466 5000 |
| Financial Officer | 6500 | |
| 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 of 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.
Further contact details in connection with assistance in the completion of Proxy
Cards and Forms of Instruction for use in connection with the Special Meeting to
be held on October 12, 2010 may be found on the Company's website at
www.calyticsolutions.com.
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.
An information statement in the form to be 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 Clean Diesel 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 information is provided by RNS
The company news service from the London Stock Exchange
END
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