IMPCO to Acquire Remaining Equity Interest of B.R.C.

25 Oct, 2004, 01:00 ET from IMPCO Technologies Inc.

    CERRITOS, Calif., Oct. 25 /PRNewswire-FirstCall/ -- IMPCO Technologies
 Inc. (Nasdaq:   IMCO), today announced that it has entered into an agreement to
 acquire the remaining 50 percent equity interests of B.R.C. Societa a
 Responsabilita Limitata, an Italian limited liability company ("BRC"), from
 BRC's founders, Mariano Costamagna and Pier Antonio Costamagna, in exchange
 for $37.6 million, of which approximately $10.0 million will be paid in cash
 and the remainder with 5.1 million shares of IMPCO common stock.  This
 acquisition represents an acceleration of the company's right to acquire the
 remaining BRC equity interest, the first half of which was acquired in July
 2003 upon execution of an option agreement dated October 3, 2002.  This
 acquisition is subject to financing contingencies and certain other
 conditions, including redemption of IMPCO's senior subordinated notes issued
 in July 2003.  The transactions are expected to be accretive to IMPCO's
 earnings.  The transaction is subject to shareholders' approval and is
 expected to close by December 31, 2004.
     Mr. Robert Stemmler, IMPCO Chairman and CEO, and Mr. Mariano Costamagna,
 President of BRC, jointly stated that the consolidation of the two companies
 and the retirement of IMPCO's subordinated debt has been their primary
 objective for 2004.  They said they planned to assimilate the two companies as
 quickly as possible to leverage and fully realize the technical, product,
 marketing and manufacturing strengths of each company in 2005.  Mr. Stemmler
 further stated, "IMPCO believes that the time for completing the second half
 of the merger is very timely as BRC's business is currently very strong,
 particularly in the European Market".  Mr. Costamagna added that, "The current
 strength of BRC's European business is a result of the environmental and price
 advantages enjoyed by alternative fuels throughout Europe and we believe these
 advantages should continue in the foreseeable future."  As a condition of the
 purchase transaction, Mr. Costamagna will become an Executive Vice President
 of IMPCO and will receive an employment agreement in the future, terms and
 conditions of which will be confirmed and ratified by IMPCO's Board of
 Directors at their next scheduled meeting in November 2004.  Mr. Costamagna
 has been a member of IMPCO's Board of Directors since IMPCO's initial purchase
 of BRC in 2003.
     IMPCO will host a conference call on Tuesday, October 26, 2004 @ 4:30PM
 EDT, 1:30PM PDT, to discuss the transactions and answer any questions related
 to the 8-K that was filed with the SEC on October 25, 2004.  All shareholders
 and other interested parties are invited to dial into the call, which may be
 accessed by calling (706) 679-3125.  In order to ensure participation, please
 dial in 15 minutes prior to the scheduled time.  A recording of the call will
 be available until Friday, October 29, 2004 at 12:00 pm eastern and can be
 accessed by calling (800) 642-1687 or (706) 645-9291, reference conference
 code  #1791414.
 
     About IMPCO Technologies and BRC
     IMPCO and BRC design, manufacture, market and supply advanced alternative
 fuel systems and related products for the transportation, industrial and power
 generation markets.  Headquartered in Cerritos, California and Cherasco,
 Italy, they have offices in Asia, Europe, Australia and South and North
 America.  More information can be found at IMPCO's web site,
 http://www.impco.ws and at BRC's web site, http://www.brc.it.
 
     Except for historical information, the statements, expectations and
 assumptions contained in the foregoing press release are forward-looking
 statements.  Such forward-looking statements include, but are not limited to,
 the company's expectations regarding consolidated revenues in future periods
 and the likelihood that expected closing conditions will be satisfied and the
 transaction will be consummated as and when expected.  Such statements are
 subject to a number of risks and uncertainties, and actual results could
 differ materially from those discussed in any forward-looking statement.
 Factors that could cause actual results to differ materially from such
 forward-looking statements include, among other factors, prevailing market
 conditions that affect our stock price and our ability to raise capital; our
 ability to obtain consent of our senior lender to this transaction; our
 ability to redeem our senior subordinated notes; our ability effectively to
 integrate our management team during the expected transition period; the
 combined company's ability to meet OEM specifications; the success of our
 recently announced programs with strategic partners; factors that impact
 growth in international markets; and the level and success of the company's
 development programs with OEMs.  Readers also should consider the risk factors
 set forth from time to time in the company's SEC reports, including but not
 limited to those contained in the section entitled "Management's Discussion &
 Analysis of Financial Condition and Results of Operation -- Risk Factors" in
 its Annual Report on Form 10-K for the fiscal year ended December 31, 2003.
 The company does not undertake to update or revise any of its forward-looking
 statements even if experience or future changes show that the indicated
 results or events will not be realized.
 
      For further information, contact Mr. Dale Rasmussen, Investor Relations
 of IMPCO Technologies Inc., +1-206-315-8242, or fax, +1-206-315-8301.
 
 

SOURCE IMPCO Technologies Inc.
    CERRITOS, Calif., Oct. 25 /PRNewswire-FirstCall/ -- IMPCO Technologies
 Inc. (Nasdaq:   IMCO), today announced that it has entered into an agreement to
 acquire the remaining 50 percent equity interests of B.R.C. Societa a
 Responsabilita Limitata, an Italian limited liability company ("BRC"), from
 BRC's founders, Mariano Costamagna and Pier Antonio Costamagna, in exchange
 for $37.6 million, of which approximately $10.0 million will be paid in cash
 and the remainder with 5.1 million shares of IMPCO common stock.  This
 acquisition represents an acceleration of the company's right to acquire the
 remaining BRC equity interest, the first half of which was acquired in July
 2003 upon execution of an option agreement dated October 3, 2002.  This
 acquisition is subject to financing contingencies and certain other
 conditions, including redemption of IMPCO's senior subordinated notes issued
 in July 2003.  The transactions are expected to be accretive to IMPCO's
 earnings.  The transaction is subject to shareholders' approval and is
 expected to close by December 31, 2004.
     Mr. Robert Stemmler, IMPCO Chairman and CEO, and Mr. Mariano Costamagna,
 President of BRC, jointly stated that the consolidation of the two companies
 and the retirement of IMPCO's subordinated debt has been their primary
 objective for 2004.  They said they planned to assimilate the two companies as
 quickly as possible to leverage and fully realize the technical, product,
 marketing and manufacturing strengths of each company in 2005.  Mr. Stemmler
 further stated, "IMPCO believes that the time for completing the second half
 of the merger is very timely as BRC's business is currently very strong,
 particularly in the European Market".  Mr. Costamagna added that, "The current
 strength of BRC's European business is a result of the environmental and price
 advantages enjoyed by alternative fuels throughout Europe and we believe these
 advantages should continue in the foreseeable future."  As a condition of the
 purchase transaction, Mr. Costamagna will become an Executive Vice President
 of IMPCO and will receive an employment agreement in the future, terms and
 conditions of which will be confirmed and ratified by IMPCO's Board of
 Directors at their next scheduled meeting in November 2004.  Mr. Costamagna
 has been a member of IMPCO's Board of Directors since IMPCO's initial purchase
 of BRC in 2003.
     IMPCO will host a conference call on Tuesday, October 26, 2004 @ 4:30PM
 EDT, 1:30PM PDT, to discuss the transactions and answer any questions related
 to the 8-K that was filed with the SEC on October 25, 2004.  All shareholders
 and other interested parties are invited to dial into the call, which may be
 accessed by calling (706) 679-3125.  In order to ensure participation, please
 dial in 15 minutes prior to the scheduled time.  A recording of the call will
 be available until Friday, October 29, 2004 at 12:00 pm eastern and can be
 accessed by calling (800) 642-1687 or (706) 645-9291, reference conference
 code  #1791414.
 
     About IMPCO Technologies and BRC
     IMPCO and BRC design, manufacture, market and supply advanced alternative
 fuel systems and related products for the transportation, industrial and power
 generation markets.  Headquartered in Cerritos, California and Cherasco,
 Italy, they have offices in Asia, Europe, Australia and South and North
 America.  More information can be found at IMPCO's web site,
 http://www.impco.ws and at BRC's web site, http://www.brc.it.
 
     Except for historical information, the statements, expectations and
 assumptions contained in the foregoing press release are forward-looking
 statements.  Such forward-looking statements include, but are not limited to,
 the company's expectations regarding consolidated revenues in future periods
 and the likelihood that expected closing conditions will be satisfied and the
 transaction will be consummated as and when expected.  Such statements are
 subject to a number of risks and uncertainties, and actual results could
 differ materially from those discussed in any forward-looking statement.
 Factors that could cause actual results to differ materially from such
 forward-looking statements include, among other factors, prevailing market
 conditions that affect our stock price and our ability to raise capital; our
 ability to obtain consent of our senior lender to this transaction; our
 ability to redeem our senior subordinated notes; our ability effectively to
 integrate our management team during the expected transition period; the
 combined company's ability to meet OEM specifications; the success of our
 recently announced programs with strategic partners; factors that impact
 growth in international markets; and the level and success of the company's
 development programs with OEMs.  Readers also should consider the risk factors
 set forth from time to time in the company's SEC reports, including but not
 limited to those contained in the section entitled "Management's Discussion &
 Analysis of Financial Condition and Results of Operation -- Risk Factors" in
 its Annual Report on Form 10-K for the fiscal year ended December 31, 2003.
 The company does not undertake to update or revise any of its forward-looking
 statements even if experience or future changes show that the indicated
 results or events will not be realized.
 
      For further information, contact Mr. Dale Rasmussen, Investor Relations
 of IMPCO Technologies Inc., +1-206-315-8242, or fax, +1-206-315-8301.
 
 SOURCE  IMPCO Technologies Inc.