CDTi’s Board of Directors and Leading Proxy Advisory Firm Recommend Stockholders Vote in Favor of CDTi’s Proposals
August 18 2016 - 8:00AM
Clean Diesel Technologies, Inc. (Nasdaq:CDTI) (“CDTi” or “the
Company”), a leader in advanced emission control technology,
announced leading proxy advisory firm Institutional Shareholders
Services, Inc. (ISS) and CDTi’s Board of Directors recommend CDTi
stockholders approve the measures up for vote at the Special
Meeting of Stockholders on Thursday, August 25th at its corporate
headquarters at 1621 Fiske Place, Oxnard, CA 93033. The measures,
if approved, would result in the issuance of, in aggregate, up to
5,190,804 shares of the company’s common stock in exchange for
approximately $8.0 million in debt plus accrued, unpaid interest.
Per its published report, ISS stated a vote FOR these proposals
is warranted. Given the company's financial state, operational
history, and that it is a going concern risk, the benefit of a
strengthened balance sheet outweighs dilution concerns. In
addition, CDTi’s Board of Directors believes the exchange is in the
best interests of the company as it will significantly reduce
outstanding indebtedness, thereby strengthening the balance sheet
and allowing the company to increase its ability to invest
available cash in operating activities.
Voting proceduresThe record date for the
Special Meeting is July 18, 2016. Only stockholders of record at
the close of business on that date may vote at the Special Meeting
or any adjournment or postponement thereof.
It is important that your shares be represented and voted at the
Special Meeting. Whether or not You attend the Special Meeting,
please vote your shares promptly to ensure your representation at
the Special Meeting by completing and returning your proxy card (or
by voting on the Internet or by telephone).
Stockholders of record; shares registered directly in
your name.If you are a stockholder of record, you may vote
in person at the Special Meeting or vote by proxy using the
previously provided proxy card, the Internet or telephone. Whether
or not you plan to attend the Special Meeting, we urge you to vote
by proxy to ensure your vote is counted. Even if you have already
voted by proxy, you may still attend the Special Meeting and vote
in person, if you choose.
- To vote in person, attend the Special Meeting and we will give
you a ballot during the Special Meeting.
- To vote using the proxy card, please complete, sign and date
the proxy card and return it in the prepaid envelope. If you return
your signed proxy card to us before the Special Meeting, we will
vote your shares as you direct. If you do not have the prepaid
envelope, please mail your completed proxy card to Vote Processing,
c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717, U.S.A.
- To vote via the telephone, you can vote by calling the
toll-free telephone number on your proxy card. Please have your
proxy card handy when you call. Easy-to-follow voice prompts will
allow you to vote your shares and confirm that your instructions
have been properly recorded. If you are located outside the United
States, see your proxy card for additional instructions.
- To vote via the Internet, please go to www.voteproxy.com and
follow the instructions. Please have your proxy card handy when you
go to the website. As with telephone voting, you can confirm that
your instructions have been properly recorded. Telephone and
Internet voting facilities for stockholders of record will be
available 24 hours a day until 11:59 p.m. Eastern Time on
Wednesday, August 24, 2016. After that, Internet and telephone
voting will be closed, and if you want to vote your shares you will
either need to ensure that your proxy card is received by the
Company before the date of the Special Meeting or attend the
Special Meeting to vote your shares in person.
Beneficial owners; shares held in account at brokerage,
bank or other organization.If you are a beneficial owner
of shares registered in the name of your broker, bank, or other
agent, you should have received a proxy card and voting
instructions with the proxy materials from that organization rather
than from CDTi. Simply complete and mail the proxy card as directed
in those voting instructions to ensure that your vote is counted.
Alternatively, you may vote by telephone or over the Internet as
instructed by your broker or bank or other agent. To vote in person
at the Special Meeting, you must obtain a valid proxy from your
broker, bank, or other agent. Follow the instructions from your
broker, bank or other agent included with these proxy materials, or
contact your broker, bank or other agent to request a proxy
form.
About CDTiCDTi develops advanced materials
technology for the emissions control market. CDTi’s proprietary
technologies provide high-value sustainable solutions to reduce
hazardous emissions, increase energy efficiency and lower the
carbon intensity of on- and off-road combustion engine systems.
With a continuing focus on innovation-driven commercialization and
global expansion, CDTi’s breakthrough Powder-to-Coat (P2C™)
technology exploits the Company’s high-performance, advanced
low-platinum group metal (PGM) emission reduction catalysts. Key
technology platforms include Mixed Phase Catalyst (MPC®), Base
Metal Activated Rhodium Support (BMARS™), Synergized PGM (SPGM™),
Zero PGM (ZPGM™) and Spinel™. For more information, please visit
www.cdti.com.
Forward-Looking StatementsCertain information
contained in this press release constitutes forward-looking
statements, including any statements that are not statements of
historical fact. You can identify these forward-looking statements
by the use of the words “believes”, “expects”, “anticipates”,
“plans”, “may”, “will”, “would”, “intends”, “estimates”, and other
similar expressions, whether in the negative or affirmative.
Forward-looking statements are based on a series of expectations,
assumptions, estimates and projections, which involve substantial
uncertainty and risk. In this document, the Company includes
forward-looking statements regarding the effect of the debt
conversion on the Company’s balance sheet and cash available for
operations, which statements are subject to risks and uncertainties
that could cause our actual results and financial position to
differ materially. In general, actual results may differ
materially from those indicated by such forward-looking statements
as a result of risks and uncertainties, including other factors
that might impact the strength of the Company’s balance sheet and
its available cash flows, including, but not limited to, the
following: (i) that the Company may not be able to (a) successfully
implement, or implement at all, its strategic priorities; (b)
streamline its operations or align its organization and
infrastructure with the anticipated business; (c) meet expectations
or projections; (d) decrease costs; (e) increase sales; (f) obtain
adequate funding; (g) retain or secure customers; (h) increase its
customer base; (i) protect its intellectual property; (j)
successfully evolve into an advanced materials supplier or, even if
successful, increase profitability; (k) successfully market new
products; (l) obtain product verifications or approvals; (m)
attract or retain key personnel; (n) validate, optimize and scale
our powder-to-coat capability; or (o) realize benefits from
investments; (ii) funding for and enforcement and tightening of
emissions controls, standards and regulations; (iii) prices of PGM
and rare earth metals; (iv) royalty and other restrictions on
sales in certain Asian countries; (v) supply disruptions or
failures; (vi) regulatory, marketing and competitive factors; (vii)
environmental harm or damages; and (viii) other risks and
uncertainties discussed or referenced in the Company’s filings with
the Securities and Exchange Commission, including its most recent
Annual Report on Form 10-K and any subsequent periodic reports on
Form 10-Q and Form 8-K. In addition, any forward-looking statements
represent the Company’s estimates only as of the date of such
statements and should not be relied upon as representing the
Company’s estimates as of any subsequent date. The Company
specifically disclaims any obligation to update forward-looking
statements. All forward-looking statements in this press release
are qualified in their entirety by this cautionary statement.
Contact Information: Becky
Herrick or Cathy MattisonLHA (IR Agency)+1 415 433
3777bherrick@lhai.com / cmattison@lhai.com
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