~ Glass Lewis Has Advised Shareholders to Vote FOR the Business Combination ~
VANCOUVER, March 17, 2016 /PRNewswire/ - Westport Innovations Inc. (TSX:WPT /
NASDAQ:WPRT) ("Westport"), engineering the world's most advanced natural gas engines and
vehicles, today announced that Glass, Lewis & Co. (Glass Lewis), a
leading independent proxy advisory firm that provides voting
recommendations to institutional investors, has recommended that
shareholders approve the Amended Agreement and Plan of Merger (the "Amended Agreement"), announced publicly on March 7, 2016, in relation to the proposed
business combination (the "Merger") between Westport and Fuel Systems Solutions, Inc. ("Fuel Systems").
The amendments to the original Agreement and Plan of Merger (the "Agreement"), dated September 1, 2015, were made to reflect current market
conditions and provide greater certainty to Westport and Fuel Systems
shareholders. The Amended Agreement has been approved, and is
supported, by the Boards of Directors of both companies, and Westport's
Board unanimously recommends that shareholders vote in favour of all
items of business in connection with the Merger as set out in the
management information circular of Westport dated February 12, 2016
(the "Circular"), as supplemented by the supplement to the Circular dated March 7,
2016 (the "Supplement").
Recommendation to Westport Shareholders
Glass Lewis has recommended that shareholders of Westport vote FOR Item #1 on the proxy, to Approve the Merger Agreement with Whitehorse
Merger Sub Inc., a Wholly Owned Subsidiary of the Company, and Fuel
Systems Solutions, Inc. after reviewing the Amended Agreement.
In the report, Glass Lewis stated "In conclusion, we find that the
proposed transaction appears strategically and financially favorable
from the perspective of Westport and its shareholders. The combined
company would be a significantly larger and more diversified
alternative fuel systems company, which is expected to benefit from
complementary products and technologies, as well as from a broader
customer base and geographic exposure."
Westport Special Meeting
Westport has scheduled a special meeting of its shareholders (the "Meeting") at 1750 West 75th Avenue, Suite 101, Vancouver, British Columbia for
March 18, 2016 at 2:00pm (Pacific time) to consider and vote on certain
items of business in connection with the proposed Merger (as set out in
the Circular, as supplemented by the Supplement). Westport shareholders
of record, as of the close of business on February 1, 2016, are
encouraged to vote in advance of or at the Meeting.
How to Vote and Shareholder Questions
Westport shareholders who have questions or require assistance with
voting may contact Laurel Hill Advisory Group, Westport's proxy
solicitation agent, toll-free at 1-877-452-7184 (416-304-0211 collect)
or by email at assistance@laurelhill.com
YOUR VOTE IS IMPORTANT - PLEASE VOTE TODAY
Westport's Board of Directors UNANIMOUSLY recommends that shareholders
vote IN FAVOUR of the Merger
Benefits of the Merger to Westport Shareholders and Westport Board
Recommendation
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 provides 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 will have a broad global reach enabling it to
best 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 will 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.
About Westport
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 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 www.westport.com, subscribe to our RSS feed, or follow us on Twitter @WestportDotCom.
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
"SEC" a registration statement on Form F-4, which includes the proxy
statement of Fuel Systems that also constitutes a prospectus (the "Proxy Statement/Prospectus"). INVESTORS AND 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 TRANSACTIONS AND RELATED
MATTERS. Investors and 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, investors and 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 invest@westport.com (for documents filed with the SEC by Westport).
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 transactions 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, 2014 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 for the Meeting, financial
metrics associated with Westport's and Fuel Systems' combined operating
business units and consolidated business, the effect of the proposed
reorganization and restructuring of our business, continued research
and development investment, future of our development programs,
Westport's and Fuel Systems' expected actions and results relating to
the key components of its strategy in 2016 and to the integration of
Westport's and Fuel Systems' businesses, future sales of assets and the
benefits therefrom, and the expected 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
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, 2014, 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. Westport disclaims any
obligation to publicly update or revise such statements to reflect any
change in our 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.
SOURCE Westport Innovations Inc.