Merger and Financing Update
August 03 2010 - 2:00AM
UK Regulatory
TIDMCTS TIDMCTSU
RNS Number : 4032Q
Catalytic Solutions, Inc.
03 August 2010
+-------------------------------+------------------------------------+
| For Immediate Release | 3 August 2010 |
+-------------------------------+------------------------------------+
Catalytic Solutions, Inc.
merger and financing update
Catalytic Solutions, Inc. ("CSI") (AIM: CTS and CTSU), the company behind Mixed
Phase Catalyst (MPC ) technology, provides the following update further to its
announcement of Friday 14 May 2010 regarding its proposed merger with Clean
Diesel Technologies, Inc. ("CDTI") (the "Merger").
Merger Update
CDTI and CSI (together the "Merger Parties") continue to progress their proposed
Merger. The completion of the Merger, which would see the combined CDTI / CSI
entity continue CDTI's trading on NASDAQ, requires the U.S. Securities and
Exchange Commission (the "SEC") to finalize its ongoing review of the Form S-4
Registration Statement previously filed by CDTI in respect of common stock and
warrants to acquire common stock of CDTI to be issued in connection with the
Merger (the "Registration Statement") and to declare the Registration Statement
effective in accordance with the U.S. Securities Act of 1933. In addition, the
Merger requires the approval of the Merger Parties stockholders in meetings to
be convened for the purpose after the Registration Statement has become
effective. The Merger Parties are currently awaiting comments from the SEC on
the amended Registration Statement filed on 22 July 2010. When the Merger
Parties have greater clarity on the timing of the SEC's review of the
Registration Statement and the date when it might become effective, CSI will
provide an update on its expectations as to the final timetable for closing the
Merger.
Forbearance agreement with Fifth Third Bank:
CSI's existing agreement with Fifth Third Bank is to extend forbearance on CSI's
loan obligations to Fifth Third Bank until 31 August 2010, subject to the Merger
being completed by 1 August 2010. In view of the transaction's current timing,
CSI and Fifth Third Bank are in discussions to amend the terms of the bank's
forbearance to reflect the extended timetable for the closure of the Merger.
CSI Convertible Notes:
Under the terms of CSI's 8% secured convertible promissory notes (the "Notes"),
the Notes principal, interest and repayment premium has become repayable by no
later than 17 August 2010. CSI is currently in discussions with certain holders
of the Notes with a view to amending the Notes' terms to reflect the extended
timetable for the closure of the Merger.
The management of CSI and CDTI continue to work together to progress the Merger
and develop their integration plans in order to take full advantage of
commercial opportunities available to the enlarged group following completion of
the transaction. Further announcements will be made, as appropriate, in due
course.
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.
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 | | |
| Steve Golden, Chief | Guy Blakeney | Christian Goodbody |
| Technical Officer | Tel: 020 7050 | Tel: 020 7466 5000 |
| Tel: +1 (805) 639-9464 | 6500 | |
| Nikhil Mehta, Chief | | |
| Financial Officer | | |
| Tel: +1 (805) 639-9461 | | |
+---------------------------+------------------+--------------------+
A copy of this release is available on CSI's website at
www.catalyticsolutions.com.
In connection with the proposed Merger, CDTI has filed with the U.S. Securities
and Exchange Commission (the "SEC") a registration statement on Form S-4 that
contains a preliminary prospectus and a joint proxy statement/information
statement, which registration statement has not been declared effective. The
Circular 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 CDTI with the SEC on 14 May 2010, as announced by the Company on 17 May
2010. An amended registration statement was filed by CDTI with the SEC on 22
July 2010, as announced by the Company on 23 July 2010. Investors and security
holders of CDTI and CSI are urged to read these materials as they become
available because they will contain important information about CDTI, CSI and
the Merger. The proxy statement/information statement, prospectus and other
relevant materials (when they become available), and any other documents filed
by CDTI with the SEC, may be obtained free of charge at the SEC's web site at
www.sec.gov. In addition, investors and security holders may obtain free copies
of the documents filed with the SEC by CDTI by directing a written request to:
Clean Diesel Technologies, Inc., 10 Middle Street, Suite 1100, Bridgeport, CT
06604, Attention: Investor Relations, or to Catalytic Solutions, Inc., 4567
Telephone Road, Suite 206, Ventura, CA 93003, Attention: Investor Relations, and
security holders are urged to read the proxy statement/information statement,
prospectus and the other relevant materials when they become available before
making any voting or investment decision with respect to the merger.
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. No offering of securities
shall be made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended. This announcement and the
information contained herein include forward-looking statements relating to CSI
and CDTI. Any statements that refer to expectations, projections or other
characterisations of future events or circumstances, in particular, whether or
not the Merger with CDTI will occur, 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 whether or not CDTI's stockholders will approve the
issuance of the stock to CSI's shareholders in the Merger, whether or not CSI's
shareholders will approve the Merger and the necessary increase in authorized
share capital and designation of current shares of CSI stock as Class A and
approval of a new class of common stock to be designated Class B, and whether or
not CSI's shareholders will waive their pre-emptive rights in order to permit
conversion of the Convertible Notes, and whether or not the U.S. Securities and
Exchange Commission will declare the registration statement on Form S-4
effective, as well as other general risks associated with the business of each
of CSI and CDTI, which could affect the completion of the Merger, 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
announcement does not constitute a prospectus relating to CSI and has not been
approved by the UK Listing Authority, nor does it constitute or form any part of
any offer or invitation to purchase, sell or subscribe for, or any solicitation
of any such offer to purchase, sell or subscribe for, any securities in CSI
under any circumstances, and in any jurisdiction, in which such offer or
solicitation is unlawful. The board directors of CSI accept responsibility for
all the information contained in this Announcement. 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 information is provided by RNS
The company news service from the London Stock Exchange
END
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