Quantum to Acquire Starcraft Corp.

Quantum Fuel Systems Technologies Worldwide Inc., (Nasdaq: QTWW) announced today it has entered into an agreement to acquire all the outstanding shares of Starcraft Corporation (Nasdaq: STCR) in a stock-for-stock exchange valued at approximately $185 million, including the assumption of debt and other consideration.

Each Starcraft shareholder will receive about 2.34 shares of Quantum common stock for every share of Starcraft common stock.

Based on recent activity, the deal values Starcraft at $17.15 per share, a 42 percent premium to its closing price of $12.05. Quantum did not estimate the financial impact of the acquisition.

"We believe this acquisition will expand Quantum's OEM 'one-stop-shop' capability with expanded resources in terms of vehicle system design, powertrain engineering, systems integration, validation, and second stage manufacturing and assembly for all future alternative fuel and fuel cell vehicle programs," said Alan P. Niedzwiecki, Quantum's President and Chief Executive Officer. "Merging the two companies will allow the combined company to expand its current OEM capabilities while positioning itself as a major player in the early stage development and production of fuel cell vehicles. The Starcraft product portfolio coupled with its service and assembly capabilities will position Quantum as a specialty vehicle designer, integrator and assembler for low-volume programs with the military and growing OEM customer base."

The proposed transaction has the unanimous support of both Boards of Directors, which are recommending that shareholders approve the transaction. General Motors, Quantum's largest stockholder, owning 14.2% of outstanding common shares, has entered into a voting agreement with Starcraft agreeing to vote in favor of the transaction.

Alan Niedzwiecki and Brian Olson of Quantum will continue to serve as President and Chief Executive Officer, and Chief Financial Officer, respectively. Jeff Beitzel, Co-Chief Executive Officer of Starcraft will become Chief Operating Officer of Quantum.

The combined company will have an extensive range of operational expertise in areas such as vehicle systems design, powertrain engineering, systems integration, validation, assembly and service readiness for traditional vehicles, alternative fuel platforms, and hydrogen-based fuel cell vehicles.