text: Westport and Fuel Systems Solutions to merge; alternative fuel vehicle and engine company with expanded reach
  Westport Innovations Inc. and Fuel Systems Solutions, Inc. have entered into a merger agreement to create a premier alternative fuel vehicle and engine company. The transaction will result in a combined equity value of $351 million based on the closing trading prices for the shares of both companies on 31 August 2015 and combined annual revenues ranging from $380 to $405 million projected for 2015.
  Traditionally, Westport Innovations has focused the majority of its technological development and commercialization efforts in the heavy-duty and high horsepower natural gas arena, while Fuel Systems has significant experience and focus with gaseous fuel systems and components for light- and medium-duty automotive and industrial applications. The complementary industry expertise provides a rationale for the merger, as the combined company’s product development efforts will span passenger car to heavy-duty trucks to locomotives and marine applications to stationary power.
  Fuel Systems brings long standing relationships with several key global OEMs, including but not limited to, General Motors Company, Ford Motor Company, Nissan Motor Company, Kia Motors Corporation, Subaru of Fuji Heavy Industries, and Mitsubishi Group. Westport has key relationships with complementary global OEMs, including but not limited to Volvo Car Group, Volkswagen, Fiat Chrysler Automobiles, Tata Motors, GAZ Group, PACCAR Inc., Daimler AG, Weichai, Cummins, Ford, Volvo AB.
  Both companies have a long history of technology innovation and engineering capabilities, which have garnered the interest and demand from global vehicle and engine OEMs. The combined company will have filed more than 500 patents in CNG/LNG/LPG parts and systems worldwide.
  The merger combines 17 brands in the automotive and industrial space and will allow customers and stakeholders to benefit from the consolidation of technologies, and the expansion of product portfolios, OEM relationships, and global distribution networks. The new entity will conduct business in more than 70 countries, represent a combined 100 years of experience and will trade on both the TSX and Nasdaq under the Westport Fuel Systems name, with a new business unit called Fuel Systems Automotive and Industrial Group. The companies’ respective boards of directors have unanimously approved this transaction.
  Under the terms of the merger, Westport will acquire all of the outstanding shares of Fuel Systems common stock in a stock-for-stock transaction under which Fuel Systems shareholders will receive 2.129 Westport shares for each share of Fuel Systems common stock they own at closing, representing a 10% premium to Fuel Systems shareholders based on the closing trading prices of Westport’s and Fuel Systems’ shares on 31 August 2015 or an implied value to Fuel Systems shareholders of $7.54 per share.
  Following closing, existing Westport shareholders will hold approximately 64% of the combined company and Fuel Systems shareholders 36% of the combined company on a fully diluted basis. The transaction is subject to regulatory approvals, including expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and other customary closing conditions. The transaction is also subject to the required approval of both Fuel Systems and Westport’s shareholders.
  To date, shareholders owning 34% of Fuel Systems and 15% of Westport outstanding shares have each agreed to vote their shares in favor of the merger. Subject to the satisfaction of closing conditions and receipt of required approvals, the companies anticipate closing the transaction in the 4th quarter of 2015. Westport and Fuel Systems will operate as separate companies until that time.