Fuel Systems Solutions: Merger with Westport
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Fuel Systems Solutions, Inc. (“Fuel Systems” or “the Company”) (FSYS) 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 (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