CTSU Catalytic (DI)

 

TIDMCTS TIDMCTS TIDMCTSU 
 
RNS Number : 5086R 
Catalytic Solutions, Inc. 
24 August 2010 
 

+-------------------------------+------------------------------------+ 
| For Immediate Release         |                     24 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 working to reply to 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. 
 
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. 
 
CSI Secured Convertible Notes 
 
Under the terms of CSI's 8% secured convertible notes (the "Notes"), the Notes 
principal, interest and repayment premium was repayable to the Note holders on 
17 August 2010.  CSI is in technical default under the terms of the Notes, 
having not completed the Merger by 2 August 2010.  CSI had 10 business days to 
cure the default or obtain an extension from the Note holders. 
 
CSI has been in and remains in forbearance discussions with the Note holders to 
reflect the extended timetable for the closure of the Merger.  Whilst a majority 
of the Note holders have expressed a willingness to extend the requested 
forbearance, there can be no guarantee that this will be granted to CSI.  If 
such forbearance is not granted, the Notes will remain in default and CSI will 
be liable to repay the outstanding principal of U.S. $2.0 million plus interest 
and a penalty premium of 2 times the outstanding principal or U.S. $4.0 million. 
 Further announcements will be made, as appropriate, in due course. 
 
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, with a further 
extension until 30 November 2010 possible subject to the Merger being completed 
by 1 August 2010.  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. 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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