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Viper Completes Merger, Acquires Engine Firm, Signs Builder

Minneapolis-based Viper Motorcycle Company last week completed a merger with Viper Powersports, Inc., a publicly traded Nevada company with no operations; acquired 100% of engine supplier Thor Performance, Inc.; and signed a deal to have Performance Assembly Solutions manufacture and assemble Viper brand motorcycles.
Viper Motorcycle Company, which recently dropped plans for a proposed initial public offering, announced the completion of the merger with Viper Powersports Inc. on April 15.
In connection with the merger, Viper Powersports issued 4,452,062 common shares and 783,000 preferred shares of stock to the shareholders of the Viper Motorcycle Company. Certain shareholders of Viper Powersports also are purchasing 400,000 shares of common stock at $2.50 per share, providing $1 million of additional working capital.
In a separate transaction, Viper Powersports announced that it has acquired 100% of the engine technology and other assets of Thor Performance, Inc. for 2,996,575 shares of its common stock.
Thor Performance, Jackson Center, Ohio, is a motorcycle engine design and development company that has completed development of a 100 cubic inch, 115 cubic inch, and 150 cubic inch short-stroke V-twin engine. The engines were developed by Thor's technical director, Al Melling of Melling Consultancy Design, Rochdale, England.
Terry Nesbitt, president of Viper Motorcycle Company, says the company plans to offer the engines and components for sale to the aftermarket industry. “Our engine development project has been a parallel path to the motorcycle project from inception,” Nesbitt said. Nesbitt said Viper will continue its relationship with Patrick Racing Engines. Patrick provided a proprietary 128 cubic inch billet engine for Viper's initial production bikes.
Viper says the Thor engines feature billet cases, cylinders and rocker boxes, and employ 10 patentable applications. Various fuel delivery systems are available, including carburetor, fuel injection, or direct fuel injection. Viper says the engines will be available in limited volumes as production increases throughout the next 12 months. The company says a 128 cubic inch triple cam engine and a 1500cc fuel injected V8 engine are under development for 2006.
In yet a third piece of news from Viper, Performance Assembly Solutions (PAS), a subsidiary of Roush Industries, has agreed to manufacture and assemble motorcycles and motorcycle engines for the motorcycle brand.
Based in Livonia, Mich., PAS presently manages several power train module assembly programs for Ford, General Motors and joint venture partners. The company is QS9000 and ISO14001 registered and certified as well as an autonomous Q1 vendor to Ford Motor Company.
Roush is a supplier of automotive engineering, development and manufacturing services, including integrated motorsports marketing services and the manufacturing and marketing of performance vehicles, crate motors and vehicle components.
Nesbitt says the relationship with PAS gives Viper access to a vast platform of engineering, manufacturing and machining capabilities.
“With this relationship we are poised to enter the market with a manufacturing and assembly partner that will offer us the capacity and quality control that will enable us to fully realize the potential of our products,” Nesbitt said. He said Viper will continue to support ongoing product design, development, marketing, and dealer service from its Minneapolis headquarters.

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