Fuel Systems Solutions: Exchange Ratio for Merger with Westport

Die Aktionäre von Fuel Systems Solutions müssen am kommenden Dienstag, den 31. Mai, über den von der Unternehmensführung empfohlenen Zusammenschluss mit Westport entscheiden. Näheres dazu erläutert der US-amerikanische Anbieter von alternativer Antriebstechnologie in einer Mitteilung, die wir im Wortlaut veröffentlichen.

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Fuel Systems Solutions, Inc. (“Fuel Systems”) (FSYS) announced that the final exchange ratio has been determined for its proposed business combination (the "Merger") with Westport Innovations Inc. (“Westport”). Fuel Systems stockholders will receive 2.4755 Westport common shares for each share of Fuel Systems common stock owned upon completion of the Merger, assuming the Merger closes as anticipated on June 1, 2016.

The Fuel Systems’ board has reaffirmed its support in favor of the Merger with Westport. The Fuel Systems board 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. Time is short. To ensure their vote is received, Fuel Systems stockholders may vote by mail, telephone or via the internet by following the instructions on the proxy card that was mailed to all stockholders eligible to vote at the meeting.

The merger will create a premier alternative fuel vehicle and engine company with an expanded product and technology portfolio.

Strategic highlights include:
    Compelling Value for Fuel Systems Stockholders – Assuming the Merger closes on June 1, 2016, Fuel Systems stockholders will receive 2.4755 Westport common shares for each share of Fuel Systems common stock owned, allowing them to benefit from potential increased efficiencies created by the combination and upside potential of the combined company.
    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.

If the Merger is completed pursuant to the amended merger agreement, each share of common stock of Fuel Systems outstanding immediately prior to the effective time of the Merger will be cancelled and automatically converted into the right to receive a number of Westport common shares equal to the exchange ratio. The value of any fractional interests of Westport common shares to which a holder of Fuel Systems common stock would otherwise be entitled will be paid in cash as provided in the amended merger agreement.

Under the amended merger agreement, the exchange ratio was calculated based on the volume weighted average price of Westport common shares on the Nasdaq Stock Market, as reported by Bloomberg, for the ten consecutive trading days ended on and including May 24, 2016 (the trading day five business days prior to June 1, the anticipated closing date of the Merger).

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.

Fuel Systems notes that Institutional Shareholder Services Inc. and Glass Lewis & Co., two leading independent proxy advisor firms, have recommended that Fuel Systems stockholders vote “FOR” the Merger.

To ensure votes are received, stockholders may vote by mail, online or by telephone by following the instructions on the proxy card. Stockholders who have questions or need assistance voting their shares can contact Laurel Hill Advisory Group, the firm assisting Fuel Systems in its solicitation of proxies in connection with the Westport transaction, at 516-933-3100 or 888-742-1305 (toll-free).

About Fuel Systems Solutions

Fuel Systems Solutions (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 Fuel Systems' 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
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