The Fuel Systems Solutions, Inc. (Fuel Systems)’s board has reaffirmed its support in favor of the proposed merger with Westport Innovations Inc. (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.
Fuel Systems announced earlier thi week that the final exchange ratio has been determined for its proposed business combination with 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 merger will create a premier alternative fuel vehicle and engine company with a broad global reach, complementary research and development capabilities, and increased scale and product diversity.
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.
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.
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.
The anticipated closing date of the Merger is June 1.
(Source: Fuel Systems Solutions, Inc.)