PUBLISHED: JUNE 1, 2016
VANCOUVER - Westport Fuel Systems Inc. (TSX:WPT / Nasdaq:WPRT), a premier global company for the engineering, manufacturing and supply of alternative fuel systems and components, announced today completion of the merger between Westport Innovations Inc. and Fuel Systems Solutions, Inc. ("Fuel Systems") (Nasdaq:FSYS). Shareholders of both companies approved the merger at separate special meetings of shareholders. As previously announced, Fuel Systems shareholders will receive 2.4755 Westport common shares for each share of Fuel Systems common stock owned. Fuel Systems shares will no longer be listed on the Nasdaq Exchange or any other securities exchange.
The merged company will be named Westport Fuel Systems Inc. (“Westport”) and will continue to trade under the WPRT ticker symbol on the Nasdaq Exchange and the WPT ticker symbol on the Toronto Stock Exchange. This newly combined company brings together a complementary mix of products, technology and research and development; strong customer relationships; and talented employees, becoming an even stronger, innovative, global leader in the alternative fuel, engine and vehicle sector.
"This is an exciting day as we bring together the best expertise, cutting-edge technology, innovation and leading product offerings in the natural gas industry for automotive and industrial applications," said David Demers, CEO of Westport Fuel Systems. "In the coming months, we will relentlessly focus on creating value for our customers and shareholders by capturing cost synergies as well as leveraging our deep original equipment manufacturer ("OEM") relationships, scale and global reach. We are excited to work together as one company to create a strong platform for growth in all of our active markets.”
POST-CLOSING BOARD OF DIRECTORS NAMED FOR WESTPORT FUEL SYSTEMS
Westport has additionally announced changes to its board of directors in connection with the completion of the merger. At completion of the merger each of Mariano Costamagna, Colin S. Johnston and Anthony Harris have been added to the combined company's board of directors to fill vacancies created by the resignation of Philip B. Hodge, Gottfried (Guff) Muench and Joseph P. Caron.
“On behalf of the Board, I would like to thank Philip, Guff & Joseph for their expertise and commitment to Westport,” stated Warren Baker, Chairman of the Board. “They have all made great contributions to the Board and to the success of our company culminating with the completion of this merger. We wish them all well in their future endeavours.”
The Westport Fuel Systems nine-person board includes: Warren J. Baker (non-executive chairman), Mariano Costamagna, David R. Demers (CEO), Brenda J. Eprile, Anthony Harris, Dezso J. Horvath, Colin S. Johnston, Rodney Nunn and Peter Yu.
WESTPORT CLOSES ADDITIONAL TRANCHE OF CARTESIAN INVESTMENT
In addition, Westport also announced today that it has received $17.5 million in cash from affiliates of Cartesian Capital Group (“Cartesian”) in accordance with the amended investment agreement, initially announced on January 11, 2016 and amended on March 7, 2016. Under the terms of the agreement, the investment is received in exchange for 9.0% convertible unsecured notes due June 1, 2021 which are convertible into common shares of Westport Fuel Systems Inc. in whole or in part, at Cartesian's option, at any time following the twelve month anniversary of the closing at a conversion price of $2.17 per share. All figures are in U.S. dollars unless otherwise stated.
About Westport Fuel Systems
Westport engineers, manufactures and supplies the world’s most advanced alternative fuel systems and components. More than that, we are fundamentally changing the way the world travels the roads, rails and seas. Our innovative and cost-effective solutions maintain performance while improving efficiency and reducing emissions. Offering a variety ofleading brands for transportation and industrial applications, we serve customers in over 70 countries, including some of the world’s largest and fastest growing markets. To learn more about our business, visit westport.com.