Fuel Systems to Convene and Adjourn its Special Meeting of Stockholders in Order For Stockholders to Further Consider Additional Information
New Date for Special Meeting to be Announced on Tuesday, March 22,
2016
Fuel Systems Solutions, Inc. (“Fuel Systems” or “the Company”)
(Nasdaq:FSYS) today announced that it intends to adjourn, without
conducting any business, its special meeting of stockholders previously
scheduled for March 22, 2016, at 12:00 p.m., Eastern Time. On March 22,
2016, Fuel Systems will announce the date on which the special meeting
will be reconvened.
As previously announced, the special meeting is being held to vote on
the Company’s proposed merger with Westport Innovations Inc.
("Westport") (TSX: WPT / Nasdaq: WPRT). On March 7, 2016, Fuel Systems
announced that it had signed an Amendment (the "Amended Agreement") to
its previously announced Agreement and Plan of Merger with Westport
dated as of September 1, 2015.
Fuel Systems is adjourning the special meeting to provide adequate time
for the filing with and review by the Securities and Exchange Commission
(the “SEC”) of an amended proxy statement/prospectus in connection with
the Amended Agreement. The adjournment will also allow reasonable
additional time for the mailing and review by the Company’s stockholders
of the amended proxy statement/prospectus.
The Amended Agreement has been approved by the Boards of Directors of
both companies.
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 will file with the SEC an amendment to its registration
statement on Form F-4, which will include the amended proxy
statement/prospectus. INVESTORS AND STOCKHOLDERS ARE URGED TO READ
THE AMENDED PROXY STATEMENT/PROSPECTUS, AND OTHER RELEVANT DOCUMENTS TO
BE FILED WITH THE SEC, IN THEIR ENTIRETY CAREFULLY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
WESTPORT, FUEL SYSTEMS, THE PROPOSED TRANSACTIONS AND RELATED MATTERS.
Investors and stockholders will be able to obtain free copies of the
amended 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 will be able to obtain free copies
of the amended 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 amended 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, will be set forth in the
amended proxy statement/prospectus when it is 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
indicated above.
Cautionary Note Regarding Forward Looking Statements
This press release contains forward-looking statements, including
statements regarding the anticipated timing of the Fuel Systems’
stockholders meeting 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, 2014, as amended 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.
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