Fuel Systems Solutions Co-Founder Calls on Board to Provide an Update on the Status of the Westport Transaction
April 11 2016 - 9:17AM
Business Wire
Calls on the Board of Directors to Provide an Update on the
Status of the Transaction and of the Special Meeting of
Stockholders Adjourned in March
Beneficial Owner of Approximately 8.7% of Outstanding FSS Shares
Sends Letter to FSS Board of Directors
Restates Concern that the Cartesian Agreement Significantly
Alters the Future of Westport
Pier Antonio Costamagna, a co-founder of Fuel Systems Solutions,
Inc. (“FSS”) (NASDAQ:FSYS) today sent a letter to the board of
directors of FSS calling for an update on the status of FSS’
proposed merger with Westport Innovations, Inc. (“Westport”)
(TSX:WPT / NASDAQ:WPRT). Mr. Costamagna additionally reiterated his
intent to vote against the proposed merger of Westport and FSS,
should a special meeting of stockholders be held. Mr. Costamagna
has sole voting power over 1,576,043 shares of FSS common stock,
representing approximately 8.7% of outstanding shares.
A copy of the letter follows:
Fuel Systems Solutions, Inc.780 Third Avenue, 25th FloorNew
York, New York 10017
Members of the Board:
As one of the largest stockholders of Fuel Systems Solutions,
Inc. (“FSS”), I am writing to you to express my concern over the
future of FSS following a combination with Westport Innovations,
Inc. (“Westport”). I hold sole voting power over 1,576,043 shares
of FSS common stock, representing approximately 8.7% percent of the
outstanding shares of FSS common stock as of April 8, 2016.
I am surprised to see that you have yet to provide stockholders
with an update on the status of the special meeting of stockholders
adjourned in March. Nor have you filed an updated proxy statement
for the amended transaction. You committed to announce a new date
for the special meeting four days following your last public
statement on March 18, 2016.
It has now been nearly three weeks of silence. This is
unacceptable.
Your stockholders deserve clarity as to the future of our
company. This uncertainty is not sustainable for FSS investors,
customers or employees. This uncertainty is value destroying for
all stakeholders. As a stockholder concerned for the future of my
investment in FSS, I, along with all FSS stockholders, deserve an
update as to when or if the special meeting will be reconvened, the
status of the proposed merger and the future of FSS.
Further adding to the need for clarity, I am not alone in my
concern over how a merger with Westport will impact my future
investment as an FSS stockholder. In light of Westport’s
disappointing earnings results and the concerns I raised to you
last week, Lloyd I. Miller III, the beneficial owner of more than
725,000 shares of common stock of FSS, representing approximately
4% of the outstanding shares, changed his voting intention to
undecided. His letter echoed my concerns over how significantly
Westport and this transaction have changed since this deal was
first announced on September 1, 2015.
It is clear to me that your investors are demanding a
response.
However, in the week since I sent my letter the board has failed
to formally communicate with me in any way. This silence is
troubling to me as a holder of a significant stake in this company
and someone who spent years directly contributing to the
organization’s success.
I will restate again that my concern over the future of FSS
within Westport centers around the $71 million investment in
Westport by Cartesian Capital Group (“Cartesian”) announced on
January 11, 2016.
My view is that the Cartesian investment agreement is not only a
significant burden of debt to incur, but also that the rights
gained by Cartesian alter the future of Westport in a way that
could negatively impact FSS investors. Specifically, the $71
million investment gives Cartesian:
- a direct position in the financial
success of HPDI, arguably the biggest piece of Westport’s future
growth;
- convertible notes that could eventually
dilute stockholders;
- ownership of certain Westport assets to
be completed by May 30, 2016;
- a stake in future joint ventures to
develop products;
- a position on the board; and
- specific rights over Westport’s
business including, consent rights with respect to material
acquisitions or material dispositions of any of its subsidiaries.
How these rights were altered is not adequately addressed in the
announcement of the amended merger agreement.
While Westport’s business continues to show an inability to stem
its decline, FSS has comparatively been a source of stability with
positive adjusted EBITDA the past four quarters and even a growing
cash position between the second and third quarter of 2015.
Alternatively, investors have only seen Westport burn through
approximately $65 million in the past five quarters with consistent
negative adjusted EBITDA.
Based simply on this financial profile, the burdensome Cartesian
agreement and my general outlook for Westport, I am of the belief
that my investment is better suited in a standalone FSS at this
time. For that reason, I intend to vote AGAINST the proposal to
adopt the merger agreement and approve the merger at the special
meeting.
Thank you.
Sincerely,
/s/ Pier Antonio CostamagnaPier Antonio Costamagna
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version on businesswire.com: http://www.businesswire.com/news/home/20160411005759/en/
Media:Abernathy MacGregorPat Tucker or Cia
Williams212-371-5999pct@abmac.com / cew@abmac.com
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