Global Thermoelectric arranges Quantum combination
Global Thermoelectric Inc GLE
Shares issued 29,171,683 Apr 8 2003 close $ 2.45
Wednesday April 9 2003 News Release
Mr. Peter Garrett reports
GLOBAL THERMOELECTRIC INC. ANNOUNCES COMBINATION AGREEMENT WITH QUANTUM
Global Thermoelectric and Quantum Fuel Systems Technologies Worldwide, Inc. have entered into an agreement to combine Global with Quantum in a share-for-share exchange. Based on the formula described below for determining the number of Quantum shares that Global shareholders will receive, today the transaction is valued at approximately $2.51 (U.S.) or $3.69 per Global common share outstanding, which is approximately a 50-per-cent premium to Global's closing share price yesterday. The final value to be received by Global common shareholders will be determined based on Quantum's stock price prior to closing as described below.
This transaction is expected to close in the third quarter of calendar year 2003 and is subject to approval by the shareholders of each company. The board advises Global shareholders to carefully consider the opportunity presented in the proposed transaction and to review all of the information to be provided in the joint information circular to be mailed to shareholders in the coming 30 days to 60 days. The board urges Global shareholders, having regard to their own personal circumstances and investment objectives, to come to their own decision as to how to vote on the matter. This combination is subject to regulatory approvals and other customary closing conditions. This transaction will also be carried out pursuant to a proposed plan of arrangement under the Alberta Business Corporations Act and as such is subject to Alberta court approval.
Quantum is a Nasdaq Stock Market-listed company focused on component development and system integration, in particular the design, manufacture and supply of integrated fuel systems for both automotive and stationary applications. Quantum is a member of the General Motors Fuel Cell Alliance and is owned 19.9 per cent by General Motors.
Upon closing, Quantum is expected to integrate the businesses and to significantly reduce Global's level of cash expenditures. Quantum is expected to maintain Global's operations in Alberta with head office functions consolidated into Quantum's California headquarters. Alan Niedzwiecki, Quantum's president and chief executive officer, and Brian Olson, Quantum's chief financial officer, will lead the entity in those respective roles. Upon closing, two members of Global's board of directors will join the board of Quantum.
Under the terms of the combination agreement, if approved, Global common shareholders will receive Quantum common stock for each Global common share outstanding. The transaction exchange ratio will be determined by dividing $2.628378 (U.S.) by the 20-day volume-weighted average Quantum stock price ending three days prior to the Global shareholder meeting. The exchange ratio will not be less than 0.835 or more than 1.020 of Quantum shares; between these two exchange ratios Global's shareholders will receive approximately $2.63 (U.S.) of Quantum stock. Using Quantum's trailing 20-day volume-weighted average stock price for the period ending April 8, 2003, each Global common share would receive approximately $2.51 (U.S.) of Quantum common stock at an exchange ratio of 1.020. Global shareholders will own between 52 per cent and 57 per cent of the pro forma Quantum common shares outstanding.
Company profile
Quantum designs, manufactures and supplies components and integrated fuel systems to original equipment manufacturers such as General Motors, Toyota, Hyundai, Ford, Suzuki, Yamaha, Opel and others for use in alternative fuel vehicles and fuel cell applications, and also sells complete hydrogen refueling systems and infrastructure. The company's advanced fuel systems comprise the storage, control and injection of gaseous fuels to improve efficiency, enhance power output, and optimize emissions from fuel cell applications and internal combustion engines that operate on natural gas, propane, or hydrogen. Quantum is a member of the GM Fuel Cell Alliance. Quantum is listed on Nasdaq.
WARNING: The company relies upon litigation protection for "forward-looking" statements.
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