TIDMCTS TIDMCTSU
RNS Number : 5203U
Catalytic Solutions, Inc.
18 October 2010
For Immediate Release October 18, 2010
Catalytic Solutions, Inc.
Merger Completed
Catalytic Solutions, Inc. ("CSI" or the "Company") (AIM: CTS and
CTSU), the Company behind Mixed Phase Catalyst (MPC(R)) technology
announces that on October 15, 2010, it completed its previously
announced merger with Clean Diesel Technologies, Inc. ("CDTI" or
"Clean Diesel") ("Merger").
The Company has amended its articles of incorporation as
approved at its special meeting of shareholders, and has completed
both the issuance of the second tranche of secured convertible
notes and the subsequent conversion of all $4 million of its
secured convertible notes into CSI Class B common stock under the
terms of its interim financing announced on June 2, 2010.
CSI shareholders will receive new Clean Diesel shares and, where
entitled, warrants to purchase shares of Clean Diesel common stock
in the following ratios, after the completion of CDTI's reverse
stock split which was effected at a ratio of 1 new CDTI share for 6
old CDTI shares:
-- Each share of CSI Class A common stock represents a right to
receive .00788759 shares on a post-split basis of new Clean Diesel
common stock and .00645378 warrants on a post-split basis to
purchase shares of Clean Diesel common stock.
-- Each share of CSI Class B common stock represents a right to
receive .01003885 shares on a post-split basis of new Clean Diesel
common stock.
Documentation to effect exchange 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 shortly.
In light of the completion of the Merger, the trading of CSI
shares on AIM has been suspended, both under the "CTS" and "CTSU"
ticker symbols, from 8:00 a.m. (London time) on October 18, 2010
and the cancellation of admission to trading of such shares on AIM
will occur at 8:00 a.m. (London time) on October 19, 2010.
Clean Diesel shares to be issued to CSI shareholders in the
merger will be listed and admitted to trading on the NASDAQ at 9:30
a.m. (New York time) on October 18, 2010. The common stock will
temporarily trade under the symbol CDTI.D for 20 business days,
after which time the symbol will revert to CDTI.
For further details please contact:
Catalytic Solutions, Inc. Canaccord Genuity Buchanan Communications
Charlie Call, Chief Executive Limited Charles Ryland
Officer Tel: +1 (805) Robert Finlay Christian Goodbody
639-9463 Steve Golden, Chief Guy Blakeney Tel: 020 7466 5000
Technical Officer Tel: +1 Tel: 020 7050 6500
(805) 639-9464 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
END
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