Company: Clean Diesel Technologies (Catalytic Solutions)
Catalytic Solutions, Inc. (“CSI” or the “Company”) (AIM: CTS and CTSU), the Company behind Mixed Phase Catalyst (MPC®) 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.
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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 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 forwardlooking 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.