7.3.2005: Meldung: Quantum Technologies Completes Acquisition of Starcraft Corporation
Pursuant to the Agreement and Plan of Merger dated November 23, 2004, Starcraft shareholders are entitled to receive 2.341 shares of Quantum common stock for every share of Starcraft common stock. Starcraft stock has ceased trading on NASDAQ as of close of market on March 3, 2005. Starcraft shareholders will receive instructions from the exchange agent regarding the process for exchanging their Starcraft shares.
New Board Members
Effective upon the consummation of the merger, Quantum has added two additional board seats and has appointed Jeff Beitzel and Carl Sheffer to fill these positions.
Mr. Beitzel will also serve as Quantum"s Chief Operating Officer. He previously served as a director and Co-Chief Executive Officer of Starcraft, including Starcraft"s Wheel to Wheel and Tecstar operations. Mr. Beitzel founded and owned several automotive companies since leaving an engineering position with Ford Motor Company in 1983. These businesses have generally focused on converting automotive design concepts into limited volume production for OEMs.
Mr. Sheffer will serve as an independent director of Quantum. Mr. Sheffer is currently Vice President, OEM Relations for SEMA (Specialty Equipment Market Association), the world"s largest showcase of equipment for the automotive aftermarket, a $32 billion industry. He directs all of the association"s interaction with the OEMs, including their corporate participation in SEMA shows, the technology transfer programs and dealer relations" initiatives. Mr. Sheffer has been with SEMA since 1999. Prior to his service at SEMA, Mr. Sheffer held a variety of roles in public relations and public policy staff for General Motors since 1972 including, Western Regional Manager for Pontiac Motor Division where he directed all product programs and communications activities for the western half of the United States; Director of Communications, North American Operations western region and GMC Truck Division; and Director of Regional Communications Operations for Chevrolet in California. Mr. Sheffer holds a Bachelor of Science degree in business administration from Central Michigan University and a Master"s degree from Oakland University.
Alan Niedzwiecki and Brian Olson of Quantum will continue to serve as President and Chief Executive Officer, and Chief Financial Officer, respectively. Jeff Beitzel will become Quantum"s Chief Operating Officer. Starcraft"s operations, comprised of Tecstar and Wheel to Wheel, will be operated as a wholly-owned subsidiary of Quantum with Mike Schoeffler as President.
"We are excited to start leveraging the synergies that we believe will result in a full service company with tremendous capabilities from concept to production, which ultimately benefit our customers," said Mr. Niedzwiecki. "We welcome Jeff Beitzel, Mike Schoeffler, Carl Sheffer and the entire Starcraft organization to the Quantum team."
Mr. Beitzel stated, "We believe this merger will strengthen our position as a leader in the specialty vehicle design and assembly industry, especially for hydrogen-based applications. The merger allows the combined companies to leverage technologies, integration capabilities, manufacturing, assembly expertise and customer base expansion."
Quantum is a leading designer, integrator and manufacturer of packaged fuel systems for fuel cells, hybrid and alternative fuel applications in the transportation, fuel cell stationary power generation and hydrogen refueling infrastructure markets. Leveraging its core competencies in ultra-lightweight composite fuel storage, fuel injection, fuel metering, electronic controls, OEM-level systems integration, and years of OEM production experience, Quantum also designs and manufactures hybrid and fuel cell vehicles.
Quantum is a Tier 1 OEM supplier and has product commercialization alliances with General Motors, Sumitomo and IMPCO. Quantum"s customer base includes General Motors, Toyota, Opel, Hyundai, Suzuki, Ford, Sunline, Yamaha, AeroVironment, and the U.S. Army.
Starcraft Corporation is a leading supplier to the OEM automotive supply market through its Tecstar and Wheel to Wheel companies. The company specializes in vehicle systems design, integration and manufacturing of new body styles, mid-cycle enhancements, specialty products, and high performance engines and drive trains. It also supplies aftermarket parts and accessories to wholesale and retail customers throughout the United States.
Statements in this document regarding the proposed transaction between Quantum and Starcraft, benefits and synergies of the transaction, future opportunities for Quantum, and any other statements about the future expectations, beliefs, goals, plans, or prospects expressed by the management of either Quantum or Starcraft constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact (including statements containing the words "will," "believes," "plans," "anticipates," "expects," "estimates," and similar expressions) should also be considered to be forward-looking statements. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including: the failure to realize the synergies and other perceived advantages resulting from the merger; the ability of the parties to successfully integrate Quantum"s and Starcraft"s operations and employees; costs and potential litigation associated with the merger; the ability to retain key personnel after the merger; each company"s ability to successfully execute its business strategies; competitive conditions in the industry; business cycles affecting the markets in which the companies conduct business; and economic conditions generally. Additional factors may be found in the Registration Statement on Form S-4 (No. 333-121436) filed in connection with the proposed merger and in the other documents filed by the parties with the Securities and Exchange Commission.
Forward-looking statements are based on the beliefs, opinions, and expectations of the parties at the time they are made, and neither Quantum nor Starcraft assumes any obligation to update the forward-looking statements if those beliefs, opinions, expectations, or other circumstances should change.
Additional Information and Where to Find it
Quantum has filed with the SEC a Registration Statement on Form S-4 (No. 333-121436), which includes a joint proxy statement/prospectus of Quantum and Starcraft and other relevant materials in connection with the proposed transaction. On January 19, 2005, the SEC declared the registration statement effective of which those materials forms a part, and the joint proxy statement/prospectus was mailed on or about January 21, 2005 to Quantum and Starcraft securityholders as of the January 12, 2005 record date. The joint proxy statement/prospectus and the other relevant materials contain important information about Quantum, Starcraft and the proposed transaction. The joint proxy statement/prospectus and other relevant materials, and any other documents filed by Quantum or Starcraft 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 Quantum by contacting Cathy Johnston at email@example.com or via telephone at (949) 399-4548.
Quantum, Starcraft and their respective directors, executive officers and members of management and other employees may be deemed to be participants in the solicitation of proxies from the stockholders of Starcraft and Quantum in favor of the proposed transaction. Information about persons who may be considered participants in the solicitation of the stockholders of Quantum and Starcraft under the rules of the Commission and their respective interests in the proposed transaction is available in the joint proxy statement/prospectus.
For more information, please contact:
Dale Rasmussen Investor Relations +1-206-315-8242
Cathy Johnston Director of Communications +1-949-399-4548 firstname.lastname@example.org