Files Revised Definitive Proxy
Statement/Prospectus
Reviews Compelling Strategic and Financial
Benefits Created by Fuel Systems/Westport Combination
Schedules May 31, 2016 Special Meeting of
Stockholders to Vote on Merger with Westport
Fuel Systems Solutions, Inc. (“Fuel Systems” or “the Company”)
(Nasdaq:FSYS) today announced that a revised definitive proxy
statement/prospectus has been filed with the Securities and
Exchange Commission in connection with Fuel Systems’ pending merger
with Westport Innovations Inc. ("Westport")(TSX: WPT / Nasdaq:
WPRT). The revised proxy statement/prospectus also provides
supplemental disclosure related to an amendment entered into on
March 6, 2016 to the merger agreement between Fuel Systems,
Westport and a wholly owned subsidiary of Westport, and other
recent developments. On or about May 2, 2016, Fuel Systems will
commence mailing the revised proxy statement/prospectus to its
stockholders.
The Fuel Systems board of directors recommends that Fuel Systems
stockholders vote “FOR” the proposal to adopt the amended
merger agreement, which is necessary to complete the merger and
“FOR” the other proposals described in the revised proxy
statement/prospectus. Fuel Systems shareholders may vote by
telephone or via the internet by following the instructions on the
proxy card that they will receive in the mail.
After a thorough strategic evaluation process, the Fuel Systems
board determined that the combination with Westport is advisable
and in the best interest of Fuel Systems and its stockholders.
Strategic Highlights include:
- Compelling Value for Fuel Systems’
Stockholders – Fuel Systems’ stockholders will receive stock
consideration, allowing them to benefit from potential increased
efficiencies created by the combination and upside potential of the
combined company. The amended merger agreement provides Fuel
Systems’ stockholders with a collar-based exchange ratio to provide
additional protection for lower Westport share prices. Fuel
Systems’ stockholders will receive Westport common shares for each
Fuel Systems common share they own upon closing of the merger based
on the exchange process described in the amended merger
agreement.
- Increased Scale and Opportunity to
Better Serve Customers – The combined company will have a broad
global reach, complementary research and development capabilities
and increased scale and product diversity.
- Complementary Product Mix and
Customer Offering – The combined company will offer
comprehensive solutions in light- and heavy-duty transportation
applications and industrial-focused applications, serving the
world’s largest and fastest growing markets. The combined asset
base is comprised of state-of the-art facilities strategically
located across five continents and a leading distribution network
spanning 70 countries.
- Broadened 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.
- A High-Value IP Portfolio – Both
companies have a long history of technology innovation and
engineering capabilities, which have garnered the interest and
demand from global vehicle and engine OEMs. The combined company
will have filed over 500 patents in CNG/LNG/LPG parts and systems
worldwide. This combination of a strong intellectual property
position, prolific development and commercialization efforts will
help expand the product pipeline for the industry.
Date and Time for Special Meeting
Fuel Systems’ special meeting of stockholders is scheduled to
take place on May 31, 2016 at 12:00 p.m. Eastern Time. The
meeting will be held at Day Pitney LLP, 7 Times Square, 20th Floor,
New York, New York 10036.
All stockholders of record of Fuel Systems’ common stock at
the close of business on April 29, 2016, will be entitled to vote
their shares either in person or by proxy at the special
meeting of stockholders.
All Fuel Systems stockholders of record should submit their
proxy promptly, even if they were stockholders of record as of the
prior record date and submitted a proxy for the previously
scheduled meeting.
Fuel Systems stockholders do not need to attend the meeting to
support the merger. Fuel Systems stockholders that have questions
about the proposals or about submitting a proxy for their shares
should contact Laurel Hill Advisory Group at (888) 742-1305 (banks
and brokers call collect at (516) 933-3100).
About Fuel Systems Solutions
Fuel Systems Solutions (Nasdaq: FSYS) is a leading designer,
manufacturer and supplier of proven, cost-effective alternative
fuel components and systems for use in transportation and
industrial applications. Fuel Systems' components and systems
control the pressure and flow of gaseous alternative fuels, such as
propane and natural gas, used in internal combustion engines. These
components and systems feature the Company's advanced fuel system
technologies, which improve efficiency, enhance power output and
reduce emissions by electronically sensing and regulating the
proper proportion of fuel and air required by the internal
combustion engine. In addition to the components and systems, the
Company provides engineering and systems integration services to
address unique customer requirements for performance, durability
and configuration. Additional information is available at
www.fuelsystemssolutions.com.
No Offer or Solicitation
This communication is not intended to and does not constitute an
offer to sell or the solicitation of an offer to subscribe for or
buy or an invitation to purchase or subscribe for any securities or
the solicitation of any vote in any jurisdiction pursuant to the
proposed transactions or otherwise, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in
contravention of applicable law. No offer of securities shall
be made except by means of a prospectus meeting the requirements of
Section 10 of the United States Securities Act of 1933, as
amended. Subject to certain exceptions to be approved by the
relevant regulators or certain facts to be ascertained, the public
offer will not be made directly or indirectly, in or into any
jurisdiction where to do so would constitute a violation of the
laws of such jurisdiction, or by use of the mails or by any means
or instrumentality (including without limitation, facsimile
transmission, telephone and the internet) of interstate or foreign
commerce, or any facility of a national securities exchange, of any
such jurisdiction.
Additional Information and Where to Find It
Westport has filed with the U.S. Securities and Exchange
Commission (the “SEC”) a registration statement on Form F-4, which
includes the revised proxy statement of Fuel Systems that also
constitutes a prospectus. INVESTORS AND STOCKHOLDERS ARE URGED
TO READ THE REVISED PROXY STATEMENT/PROSPECTUS, AND OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC, IN THEIR ENTIRETY BECAUSE THEY
CONTAIN IMPORTANT INFORMATION ABOUT WESTPORT, FUEL SYSTEMS, THE
PROPOSED TRANSACTIONS AND RELATED MATTERS. Investors and
stockholders are able to obtain free copies of the revised 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, investors and stockholders are able
to obtain free copies of the revised proxy statement/prospectus and
other documents filed with the SEC by the parties by contacting
Westport Investor Relations at 1-604-718-2046 or
invest@westport.com (for documents filed with the SEC by Westport)
or Fuel Systems Investor Relations advisors, LHA, at 1-415-433-3777
or fuel@lhai.com (for documents filed with the SEC by Fuel
Systems).
Participants in the Solicitation
Westport, Fuel Systems and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of Fuel Systems in
respect of the proposed transactions contemplated by the revised
proxy statement/prospectus. Information regarding the persons
who are, under the rules of the SEC, participants in the
solicitation of the stockholders of Fuel Systems in connection with
the proposed transactions, including a description of their direct
or indirect interests, by security holdings or otherwise, are set
forth in the revised 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, 2015, 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
indicated above.
Cautionary Note Regarding Forward Looking Statements
This press release contains certain “forward looking statements”
within the meaning of federal securities laws. Words such as
“anticipates”, “believes”, “expects”, “intends”, “will”, “should”,
“may”, and similar expressions may be used to identify forward
looking statements. Forward looking statements are not statements
of historical fact and reflect Fuel Systems’ and Westport’s current
views about future events. This press release contains
forward-looking statements, including statements regarding the
merger, the amended merger agreement, the anticipated timing of the
Fuel Systems’ stockholders meeting, the exchange ratio and related
matters. 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 with Westport 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 for the year
ended December 31, 2015, and Fuel System’s Annual Report on Form
10-K for the year ended December 31, 2015, and other filings made
by the companies with securities regulators. Readers should not
place undue reliance on any such forward-looking statements, which
speak only as of the date they were made. We disclaim any
obligation to publicly update or revise such statements to reflect
any change in their expectations or in events, conditions or
circumstances on which any such statements may be based, or that
may affect the likelihood that actual results will differ from
those set forth in these forward looking statements except as
required by National Instrument 51-102. The contents of any
website, RSS feed or twitter account referenced in this press
release are not incorporated by reference herein.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20160502005252/en/
Inquiries:Fuel Systems SolutionsPietro Bersani,
646-502-7170Chief Financial OfficerorInvestors:Laurel Hill Advisory
Group516-933-3100 or 888-742-1305 (toll-free)orMedia:Joele Frank
Wilkinson Brimmer KatcherTim Lynch / Nick Leasure, 212-355-4449
Fuel Systems Solutions, Inc. (NASDAQ:FSYS)
Graphique Historique de l'Action
De Mai 2024 à Juin 2024
Fuel Systems Solutions, Inc. (NASDAQ:FSYS)
Graphique Historique de l'Action
De Juin 2023 à Juin 2024