NEW YORK–(BUSINESS WIRE)–Fuel Systems Solutions, Inc. (“Fuel Systems”) (Nasdaq: FSYS) today appear that it has active an Alteration (the “Amendment”) to its ahead appear Acceding and Plan of Alliance anachronous as of September 1, 2015 (the “Merger Agreement”) apropos to the proposed business aggregate (the “Merger”) amid Ammunition Systems and Westport Innovations Inc. (“Westport”) (TSX: WPT / Nasdaq: WPRT). All abstracts are in U.S. dollars unless contrarily stated.
The Alteration includes several adapted changes to the Alliance Agreement. The Alteration has been accustomed by the Boards of Admiral of both companies. Highlights of the Alteration include:
Collar-based barter ratio: In ablaze of accepted bazaar volatility, the barter arrangement of the Alliance Acceding has been adapted to accommodate a collar apparatus in adjustment to accommodate Ammunition Systems stockholders with greater authoritativeness apropos the application they will accept aloft closing of the Merger. In the accident that the NASDAQ aggregate abounding boilerplate bulk of Westport accepted shares during a defined barometer aeon (“VWAP”) is according to or greater than $2.37, again Ammunition Systems stockholders will accept 2.129 Westport accepted shares per Ammunition Systems allotment on closing of the Alliance and through the barter process. In the accident Westport’s VWAP is according to or beneath than $1.64, Ammunition Systems stockholders would accept about 3.08 Westport accepted shares per Ammunition Systems allotment on closing of the alliance and through the barter process. In the accident that Westport’s VWAP is greater than $1.64 and beneath than $2.37, again Ammunition Systems stockholders would accept a cardinal of Westport accepted shares per Ammunition Systems allotment according to adding $5.05 by Westport’s VWAP, angled to four decimal places. The barometer aeon will be the ten afterwards trading canicule catastrophe on and including the trading day bristles business canicule above-mentioned to the advancing closing date. The Alliance currently is advancing to abutting in backward March 2016.
Added Lath Member: Beneath the Alliance Agreement, as amended, the accumulated company’s Lath of Admiral will abide of nine directors, bottomward from ten currently at Westport. Three accepted admiral of the Ammunition Systems lath will be nominated to accompany the accumulated company’s Lath (the “Fuel Systems Nominees”). Once the Ammunition Systems Nominees accept been confirmed, four of Westport’s absolute admiral will resign. Beneath the Amendment, the three Ammunition Systems Nominees will appoint one added new director. The new administrator will be a Canadian aborigine and an “Independent Director” whose choice for the Westport Lath shall be accountable to the approval of the Nominating and Corporate Governance Committee of Westport, which shall not be foolishly withheld. Once determined, the new administrator appointee shall booty the abode of an absolute Westport director, who shall resign.
Cartesian Costs Agreement: Concurrently with beheading of the Amendment, Westport has additionally entered into an alteration to the ahead appear Advance Acceding anachronous as of January 11, 2016 amid Westport and an associate of Cartesian Basic Group. Beneath the acceding of the alteration to the Cartesian Advance Agreement, the added tranche of costs to be provided by an associate of Cartesian, an advance of $17.5 actor in banknote in barter for a Westport convertible note, will now abutting accompanying with the closing of the Merger. Reflective of the potentially new allotment of shares outstanding in the Merger, as a aftereffect of the alteration of the Cartesian Advance Agreement, the convertible agenda appraisal bulk will be according to such bulk as would accommodate the aforementioned allotment of absolutely adulterated buying in Westport accepted shares as Cartesian would accept been advantaged to above-mentioned to the Alteration of the Alliance Agreement, which activated a 2.129 about-face arrangement and a $2.31 antecedent appraisal price. Beneath the adapted Cartesian agreement, Cartesian allegation advance at atomic 80% of its Westport shares represented beneath the convertible agenda as a ‘minimum threshold’ to advance assertive rights and provisions. In addition, the adapted Advance Acceding modified, amid added things, assertive covenants apropos to the bulk of acknowledgment that the accumulated aggregation may acquire and the acceptable auction of assertive assets afterward the Alliance to accommodate added adaptability to Westport.
Impact on Third Affair Angle
As ahead announced, on January 27, 2016, Ammunition Systems accustomed a accounting angle from a third affair cogent absorption in accepting all of the outstanding shares of the Company’s accepted banal for a acquirement bulk of $4.50 per allotment in cash. In affiliation with entering into the Amendment, Ammunition Systems’ Lath of Admiral has alone the third affair angle and recommends that stockholders vote in favor of the adapted Alliance Acceding and the approval of the Merger.
Appropriate Affair of Stockholders
The appropriate affair of stockholders to accede the adapted Alliance Acceding and the Alliance is currently appointed for March 22, 2016. In adjustment to acquiesce reasonable added time for the filing, commitment and analysis by the Company’s stockholders of adapted acknowledgment reflecting, amid added things, the affairs declared in this absolution above-mentioned to the stockholders’ meeting, Ammunition Systems may be appropriate to curb the affair afterwards calling it to adjustment on March 22, 2016, in which case Ammunition Systems will about advertise the date to which the affair is adjourned.
No Action or Address
This advice is not advised to and does not aggregate an action to advertise or the address of an action to subscribe for or buy or an allurement to acquirement or subscribe for any balance or the address of any vote in any administration pursuant to the proposed affairs or otherwise, nor shall there be any sale, arising or alteration of balance in any administration in contravention of applicative law. No action of balance shall be fabricated except by agency of a announcement affair the requirements of Section 10 of the United States Balance Act of 1933, as amended. Accountable to assertive exceptions to be accustomed by the accordant regulators or assertive facts to be ascertained, the accessible action will not be fabricated anon or indirectly, in or into any administration area to do so would aggregate a abuse of the laws of such jurisdiction, or by use of the mails or by any agency or action (including after limitation, facsimile transmission, blast and the internet) of artery or adopted commerce, or any adeptness of a civic balance exchange, of any such jurisdiction.
Added Information and Area to Find It
Westport will book with the Balance and Barter Commission (the “SEC”) an alteration to its allotment annual on Form F-4, which will accommodate an adapted proxy annual of Ammunition Systems that additionally constitutes an adapted announcement (the “amended proxy statement/prospectus”). INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE AMENDED PROXY STATEMENT/PROSPECTUS, AND OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC, IN THEIR ENTIRETY CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT WESTPORT, FUEL SYSTEMS, THE PROPOSED TRANSACTIONS AND RELATED MATTERS. Investors and stockholders will be able to admission chargeless copies of the adapted proxy statement/prospectus and added abstracts filed with the SEC by the parties through the website maintained by the SEC at www.sec.gov. In addition, investors and stockholders will be able to admission chargeless copies of the adapted proxy statement/prospectus and added abstracts filed with the SEC by the parties by contacting Westport Investor Relations at 1-604-718-2046 or email@example.com (for abstracts filed with the SEC by Westport) or Ammunition Systems Investor Relations advisors, LHA, at 1-415-433-3777 or firstname.lastname@example.org (for abstracts filed with the SEC by Ammunition Systems).
Participants in the Address
Westport, Ammunition Systems and their corresponding admiral and controlling admiral may be accounted to be participants in the address of proxies from the stockholders of Ammunition Systems in annual of the proposed affairs advised by the adapted proxy statement/prospectus. Information apropos the bodies who are, beneath the rules of the SEC, participants in the address of the stockholders of Ammunition Systems in affiliation with the proposed transactions, including a description of their absolute or aberrant interests, by aegis backing or otherwise, will be set alternating in the adapted proxy statement/prospectus back it is filed with the SEC. Information apropos Westport’s admiral and controlling admiral is independent in Westport’s Annual Report on Form 40-F for the year concluded December 31, 2014, as amended, and its Administration Information Circular, anachronous 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 Administration Information Circular, the SEC and can be acquired chargeless of allegation from the sources adumbrated above. Information apropos Ammunition System’s admiral and controlling admiral is independent in Ammunition System’s Annual Report on Form 10-K for the year concluded December 31, 2014 and its Proxy Annual on Schedule 14A, anachronous April 14, 2015, anniversary of which are filed with the SEC and can be acquired chargeless of allegation from the sources adumbrated above.
Cautionary Agenda Apropos Advanced Attractive Statements
This columnist absolution contains advanced statements, including statements apropos the advancing timing for and ultimate achievement of the Merger, the timing of the Ammunition Systems’ stockholders meeting, the barter arrangement and accompanying matters. These statements are neither promises nor guarantees, but absorb accepted and alien risks and uncertainties and are based on both the angle of administration and assumptions that may annual our absolute results, levels of activity, achievement or achievements and adeptness to complete the proposed Alliance to be materially altered from any approaching results, levels of activities, achievement or achievements bidding in or adumbrated by these advanced attractive statements. These risks and uncertainties accommodate risks and assumptions accompanying to our acquirement growth, operating results, industry and products, the accepted economy, altitude of and admission to the basic and debt markets, authoritative policies, adjustment and approvals, technology innovations, fluctuations in adopted barter rates, operating expenses, the availability and bulk of accustomed gas, all-around government bang packages, the accepting of and about-face to accustomed gas vehicles, the alleviation or abandonment of ammunition discharge standards, the disability of fleets to admission basic or government allotment to acquirement accustomed gas vehicles, the development of aggressive technologies, our adeptness to abundantly advance and arrange our technology, the accomplishments and determinations of our collective adventure and development partners, as able-bodied as added accident factors and assumptions that may affect our absolute results, achievement or achievements or banking position discussed in Westport’s Annual Report on Form 40-F for the year concluded December 31, 2014, as adapted and Ammunition System’s Annual Report on Form 10-K for the year concluded December 31, 2014, and added filings fabricated by the companies with balance regulators. Readers should not abode disproportionate assurance on any such advanced statements, which allege alone as of the date they were made. We abandon any obligation to about amend or alter such statements to reflect any change in their expectations or in events, altitude or affairs on which any such statements may be based, or that may affect the likelihood that absolute after-effects will alter from those set alternating in these advanced attractive statements except as appropriate by Civic Instrument 51-102. The capacity of any website, RSS augment or cheep annual referenced in this columnist absolution are not congenital by advertence herein.
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