On May 25, 2016, Fuel Systems Solutions, Inc., a Delaware corporation (“Fuel
Systems”), announced that the final exchange ratio has been determined for its proposed merger with Westport Innovations Inc. (“Westport”) and also reaffirmed the Fuel Systems Board of Directors’ recommendation to vote in favor
of the proposed merger.
Fuel Systems stockholders will receive 2.4755 shares of 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. Under the amended merger agreement, the exchange ratio was calculated based on the volume weighted average price of Westport common shares on the Nasdaq Stock
Market, as reported by Bloomberg, for the ten consecutive trading days ended on and including May 24, 2016 (the trading day five business days prior to June 1, the anticipated closing date of the merger).
As previously announced, 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.
A
copy of the press release issued by Fuel Systems is included as Exhibit 99.1 hereto, and is incorporated herein by reference.
Additional Information
and Where to Find It
Fuel Systems has filed a revised proxy statement/prospectus with the U.S. Securities and Exchange Commission (the
“SEC”).
INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE REVISED 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 stockholders are able to obtain free copies of the revised 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 are able to obtain free copies of the revised 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 revised 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, is set forth in the revised 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, 2015, 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 Systems’ directors and executive officers is contained in Fuel Systems’ 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 filing contains forward-looking statements within the meaning of the U.S. federal securities law. Words such as “anticipates”,
“believes”, “expects”, “intends”, “will”, “should”, “may”, and similar expressions may be used to identify forward-looking statements. Forward-looking statements are not statements of
historical fact and reflect the Fuel Systems’ and Westport’s current views about future events. This filing contains forward-looking statements, including statements regarding the merger, the timing for the anticipated closing of the
merger, the 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, 2015, and Fuel Systems’ 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.