~Merger plus all other resolutions pass with overwhelming shareholder
VANCOUVER, March 18, 2016 /CNW/ - Westport Innovations Inc. (TSX:WPT /
NASDAQ: WPRT) ("Westport"), engineering the world's most advanced natural gas engines and
vehicles, announced today that it held its Special Meeting of
Shareholders (the "Meeting") in Vancouver, British Columbia and its shareholders approved all
resolutions presented in relation to the proposed business combination
(the "Merger") between Westport and Fuel Systems Solutions, Inc. ("Fuel Systems"). At the Meeting, shareholders approved the issuance of such number of
Westport common shares as required according to the Agreement and Plan
of Merger dated September 1, 2015 (as amended) to complete the Merger,
with 98% of votes cast voted in favour of the resolution, 94% of votes
cast voted in favour of the amendment to Westport's Omnibus Incentive
Plan, and 98% of votes cast voted in favour of amending the articles of
incorporation of Westport to change its name from Westport Innovations
Inc. to Westport Fuel Systems Inc.
"Our shareholders have spoken and clearly believe, as do we, that this
merger will create a stronger company with greater scale, global reach
and substantial synergies," said David Demers, CEO of Westport. "We
look forward to working together as one company as we await the results
of Fuel Systems' shareholder meeting."
Benefits of the Merger to Westport Shareholders and Westport Board
The Westport Board of Directors believes that the Merger will provide
Westport and its shareholders with a number of significant strategic
and financial benefits, including but not limited to the following:
Scale - The combined company is expected to provide the scale and expertise
to compete effectively, grow, and deliver strong shareholder
returns—especially when markets improve.
Strength - The combined company is expected to benefit from a strengthened
balance sheet and enhanced liquidity, and to be positioned for
continued investment and long-term financial stability.
Global reach - The combined company is expected to have a broad global reach
enabling it to better serve customers and distributors. It will offer
state-of-the-art facilities on five continents and a distribution
network serving 70 countries, including the world's largest and
fastest-growing markets. It will also bring together strong product
brands including: Emer, Prins, OMVL, BRC, IMPCO, Zavoli and more.
Increased efficiencies - Consolidation is expected to produce cost-efficiencies. The Merger is
expected to be accretive to the combined company's adjusted EBITDA and
earnings in 2016, excluding one-time costs. Total annual savings and
Merger synergies are expected to reach approximately $30 million by
2018, excluding one-time costs.
Enhanced R&D and product development - The Merger is expected to combine Westport's expertise in medium- and
heavy-duty, and high horsepower applications with Fuel Systems' core
focus and development efforts in automotive and industrial
applications. The combined technological expertise and product
development will span from passenger cars to heavy-duty trucks to
locomotives, and from marine applications to stationary power.
Deep OEM relationships - The combined company is expected to have strong original equipment
manufacturer ("OEM") relationships. Both companies have built long-standing relationships
with OEMs such as General Motors Company, Ford Motor Company, Nissan
Motor Company, Kia Motors Corporation, Subaru of Fuji Heavy Industries,
Mitsubishi Group, Volvo Car Group, Volkswagen, Fiat Chrysler
Automobiles, Tata Motors, GAZ Group, PACCAR Inc., Weichai and Cummins.
The resolutions are fully described in the Supplement to the Management
Information Circular of Westport dated March 7 2016, which can be found
on the Westport website: www.westport.com/merger.
Westport engineers the world's most advanced natural gas engines and
vehicles. More than that, we are fundamentally changing the way the
world travels the roads, rails and seas. We work with original
equipment manufacturers (OEMs) worldwide from design through to
production, creating products to meet the growing demand for vehicle
technology that will reduce both emissions and fuel costs. To learn
more about our business, visit westport.com, subscribe to our RSS feed, or follow us on Twitter @WestportDotCom.
Important Information For Shareholders of Fuel Systems Solutions, Inc.
and Westport Innovations Inc.
On September 1, 2015, Westport and Fuel Systems announced a transaction
whereby Westport will acquire all of the outstanding shares of Fuel
Systems common stock in a stock-for-stock merger. This press release is
for informational purposes only and does not constitute an offer to
purchase, a solicitation of an offer to sell the shares of common stock
of Fuel Systems or a solicitation of any proxy, vote or approval.
Westport has filed with the United States Securities and Exchange
Commission ("SEC") a registration statement on Form F-4 that includes a
proxy statement of Fuel Systems that also constitutes a prospectus of
Westport (the "Proxy Statement/Prospectus"). Westport and Fuel Systems
also plan to file with or furnish other documents to securities
regulatory authorities in Canada and the United States regarding the
proposed acquisition of Fuel Systems by Westport.
SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS, AND OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC, IN THEIR ENTIRETY CAREFULLY
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT WESTPORT, FUEL
SYSTEMS, THE PROPOSED MERGER AND RELATED MATTERS.
Shareholders are able to obtain free copies of the Proxy
Statement/Prospectus and other documents filed with the SEC by the
parties through the website maintained by the SEC at www.sec.gov. In addition, shareholders are able to obtain free copies of the Proxy
Statement/Prospectus and other documents filed with the SEC by the
parties by contacting Westport Investor Relations at +1 604-718-2046 or firstname.lastname@example.org (for documents filed with the SEC by Westport) or Fuel Systems Investor
Relations advisor, LHA, at 1-415-433-3777 or email@example.com (for documents filed with the SEC by Fuel Systems).
Participants in Solicitation
Westport, Fuel Systems and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from the shareholders of Fuel Systems in respect of the
proposed merger contemplated by the Proxy Statement/Prospectus.
Information regarding the persons who are, under the rules of the SEC,
participants in the solicitation of the shareholders of Fuel Systems in
connection with the proposed transactions, including a description of
their direct or indirect interests, by security holdings or otherwise,
is set forth in the Proxy Statement/Prospectus filed with the SEC.
Information regarding Westport's directors and executive officers is
contained in Westport's Annual Report on Form 40-F for the year ended
December 31, 2014, as amended, and its Management Information Circular,
dated March 11, 2015, which is filed with, in the case of the Annual
Report on Form 40-F, and furnished to, in the case of the Management
Information Circular, the SEC and can be obtained free of charge from
the sources indicated above. Information regarding Fuel System's
directors and executive officers is contained in Fuel System's Annual
Report on Form 10-K for the year ended December 31, 2015 and its Proxy
Statement on Schedule 14A, dated April 14, 2015, each of which are
filed with the SEC and can be obtained free of charge from the sources
Cautionary Note Regarding Forward Looking Statements
This press release contains forward-looking statements, including
statements regarding the anticipated timing for and ultimate completion
of the proposed merger between Westport and Fuel Systems and the
anticipated benefits of the Merger. These statements are neither
promises nor guarantees, but involve known and unknown risks and
uncertainties and are based on both the views of management and
assumptions that may cause our actual results, levels of activity,
performance or achievements and ability to complete the proposed merger
to be materially different from any future results, levels of
activities, performance or achievements expressed in or implied by
these forward looking statements. These risks and uncertainties include
risks and assumptions related to our revenue growth, operating results,
industry and products, the general economy, conditions of and access to
the capital and debt markets, governmental policies, regulation and
approvals, technology innovations, fluctuations in foreign exchange
rates, operating expenses, the availability and price of natural gas,
global government stimulus packages, the acceptance of and shift to
natural gas vehicles, the relaxation or waiver of fuel emission
standards, the inability of fleets to access capital or government
funding to purchase natural gas vehicles, the development of competing
technologies, our ability to adequately develop and deploy our
technology, the actions and determinations of our joint venture and
development partners, as well as other risk factors and assumptions
that may affect our actual results, performance or achievements or
financial position discussed in Westport's Annual Report on Form 40-F,
SOURCE Westport Innovations Inc.
For further information:
Vice President, Capital Markets & Communications