Clean Diesel Technologies, Inc. ("CDT") (Nasdaq:CDTID), a cleantech
emissions reduction company, made a series of announcements this
morning.
Temporary Trading Under Ticker Symbol
"CDTID"
As previously reported, on Friday, October 15, 2010, after the
close of U.S. markets, CDT implemented a 1-for-6 reverse stock
split and shortly thereafter consummated the merger by which
Catalytic Solutions, Inc. ("CSI") became a wholly owned subsidiary
of CDT. The combined company commenced trading on Monday, October
18, 2010 and through November 12, 2010 will trade under the
temporary symbol CDTID. Thereafter, CDT will revert to its
regular trading symbol CDTI.
Appointment of Exchange Agent and Commencement of
Certificate Exchanges
As contemplated by its merger agreement with CSI, CDT has
appointed American Stock Transfer to serve as Exchange Agent and
has commenced the mailing of two versions of a letter of
transmittal – one to those CDT stockholders who were CDT
stockholders prior to the October 15 acquisition of CSI, and a
second version to the former shareholders of CSI.
Those stockholders who were CDT stockholders prior to the merger
are urged to surrender their stock certificates representing
pre-reverse stock split shares of CDT common stock to the Exchange
Agent for exchange. Upon surrender, new stock
certificates representing post-reverse stock split shares of CDT,
together with cash in lieu of any fractional share, will be issued
to such stockholders.
Those stockholders who were CSI shareholders prior to the merger
are urged to surrender their stock certificates previously
representing CSI common stock to the Exchange Agent for
exchange. Upon surrender, stock certificates representing
post-reverse stock split shares of CDT, together with cash in lieu
of any fractional share, will be issued to all former CSI
shareholders. These former holders of CSI common stock – other
than CSI Class B common stock issued upon conversion of all $4
million of CSI's secured convertible notes – generally will receive
unrestricted or "freely transferable" shares of CDT common stock,
and will also receive a non-transferable warrant certificate
permitting them to purchase additional shares of CDT common
stock.
The Expanded Management Team Meets
During the first week of combined operations with CDT and CSI,
the reconstituted Board of Directors of CDT held its initial
meeting and formalized the new senior management
structure. Charles F. Call, the Chief Executive Officer of
CSI, will also be Chief Executive Officer of CDT and lead the
combined company. Nikhil A. Mehta, the Chief Financial Officer
of CSI, will also be Chief Financial Officer of the combined
company. Stephen J. Golden, Ph.D., one of the founders of CSI,
will be the Chief Technical Officer of CDT. Timothy Rogers,
who had served as interim President and Chief Executive officer of
Clean Diesel until the merger with CSI continues his service with
CDT, but in the position of Senior Corporate Vice President –
Product Development. Daniel K. Skelton, Ph.D., who has
been CDT's Vice President, Global Sales since February 2009 will
continue in that senior management position.
Joining the CDT senior management team from CSI are Christopher
J. Harris and David E. Shea. Mr. Harris, who has been the
President of CSI's Catalyst division, assumes the role of Chief
Operations Officer of CDT. Mr. Shea, the Corporate Controller
of CSI, steps into that same role at CDT. Members of the
senior management team then converged on the headquarters of CSI's
Toronto-based subsidiary Engine Control Systems ("ECS") for a
series of face-to-face meetings.
Following the summit, CEO Charles F. Call stated, "It's taken
quite awhile to get to this point, but our senior management
meetings in Toronto underscored for me the real promise of this
combination. I'm delighted with the team we've assembled, and
the enthusiasm we share should translate to tangible positive
results in the next weeks and months."
Settlement of CSI Litigation and Arbitration
Matters
Clean Diesel announced that its subsidiary CSI has entered into
a settlement agreement with M.N. Mansour and M.N. Mansour, Inc.
that ends all outstanding litigation and arbitration claims between
the Mansour parties and CSI and a subsidiary relating to the 2006
acquisition by CSI and its subsidiary of the Applied Utility
Systems assets. On Friday, October 22, CSI made an initial
payment to the Mansour parties of $1.5 million. CSI is
obligated to make eight subsequent payments of $250,000 each on
each December 31, April 30, July 31 and September 30, commencing
December 31, 2010 and ending September 30, 2012, for an aggregate
of $2 million. The Mansour parties may record a UCC-1
financing statement securing the subsequent payment obligations of
CSI under the settlement agreement, which shall be subordinated to
all existing liens against CSI assets and, subject to CSI not being
in default with respect to the subsequent payment obligations,
shall be subordinated to any new financing obtained by CSI or its
affiliates. Details of the settlement, including the discount
that CSI would receive for early prepayment, are included in a Form
8-K to be filed today with the Securities and Exchange Commission
by CDT.
About the Company
Clean Diesel Technologies, Inc. (Nasdaq:CDTID), "Clean Diesel",
"CDT" or the "Company" is, with the recent business combination
with Catalytic Solutions, Inc. ("CSI"), a vertically integrated
global manufacturer and distributor of emissions control systems
and products, focused in the heavy duty diesel (HDD) and light duty
vehicle (LDV) markets. As a cleantech company, CDT utilizes
its proprietary patented Mixed Phase Catalyst (MPC®) technology, as
well as its ARIS® selective catalytic reduction; Platinum Plus®
Fuel-Borne Catalyst (FBC), and other technologies to provide
high-value sustainable solutions to reduce emissions, increase
energy efficiency and lower the carbon intensity of on- and
off-road engine applications. CDT is headquartered in Ventura,
California, along with its wholly-owned subsidiary, CSI, and
currently has operations in the U.S., Canada, U.K., France, Japan
and Sweden as well as an Asian joint venture. For more
information, please visit www.cdti.com and www.catsolns.com.
The Clean Diesel Technologies, Inc. logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=5742
Forward-Looking Statements Safe Harbor
Certain statements in this news release such as statements about
"tangible positive results" constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act
of 1995 (including, without limitation, information regarding the
Company's opportunity for combined revenue synergies and cost
reductions). Such forward-looking statements involve known or
unknown risks, including those detailed in the company's filings
with the U.S. Securities and Exchange Commission, uncertainties and
other factors that may cause the actual results, performance or
achievements of the Company following the business combination with
CSI to be materially different from any future results, performance
or achievements expressed or implied by such forward-looking
statements. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date
hereof. The Company assumes no obligation to update the
forward-looking information contained in this release.
CONTACT: Clean Diesel Technologies, Inc.
Kristi Cushing, Investor Relations Manager
+1 (805) 639-9458
Clean Diesel Technologies (MM) (NASDAQ:CDTID)
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