published: November 16, 2015
VANCOUVER — Westport Innovations Inc. (TSX:WPT / Nasdaq:WPRT), engineering the world's most advanced natural gas engines and vehicles, announced today board composition and governance restructuring in preparation for the previously announced merger with Fuel Systems Solutions. In connection with this process, Warren Baker, an existing Director, has been appointed Chairman of the board by Westport's Board of Directors. Jill Bodkin, a board member since 2008 and Chairman of the Board since 2014, has resigned as Chairman and remains as a Director. Additionally, Doug King, a board member since 2012 and Chair of Audit Committee, has resigned from the board.
The Westport Board intends to make room for three proposed new board members to be added as part of the merger with Fuel Systems Solutions, including two independent directors, currently members of the Board of Fuel Systems Solutions, to effectively oversee the integration and value enhancement programs expected to be part of the merger.
Committee changes to Westport's board include Brenda Eprile being appointed to the Chair of the Audit Committee, Dezsö Horváth being appointed to the Chair of the Human Resources and Compensation Committee, and Warren Baker being appointed to the Chair of the Nominating and Corporate Governance Committee.
"The Board wishes to thank Doug King for his ongoing support and leadership and Jill for her commitment over the last year as Chairman," said Warren Baker, Chairman of the Board. "Doug's financial acumen was a critical part of our board and audit committee, and has been an integral part of our evolution and technological innovation and we wish him every success in his next adventure."
At Westport Fuel Systems, we are driving innovation to power a cleaner tomorrow. We are inventors, engineers, manufacturers and suppliers of advanced clean-burning fuel systems and components that can change the way the world moves. Our technology delivers performance, fuel efficiency and environmental benefits to address the challenges of global climate change and urban air quality. Headquartered in Vancouver, Canada, we serve our customers in more than 70 countries with leading global transportation brands. At Westport Fuel Systems, we think ahead. For more information, visit www.wfsinc.com.
This press release contains forward-looking statements, including statements regarding the integration and completion of the referenced merger with Fuel Systems Solutions, Inc. and the future success of our business and technology strategies. 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 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 industry and products, the general economy, governmental policies and regulation, technology innovations, 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 our most recent Annual Information Form and other filings 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 our 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 except as required by National Instrument 51-102. The contents of any website, RSS feed or twitter account referenced in this press release are not incorporated by reference herein.
Early Termination of Debenture Tender Offer and Cancellation of Meeting of Debentureholders
Enhanced Liquidity and Continued Execution on Stated Goals
To coincide with the disclosure, Westport Fuel Systems has also scheduled a conference call on Monday, August 14, 2017 at 2:00 pm Pacific Time (5:00 pm Eastern Time).
Westport Fuel Systems Inc. announced today the exercise of the underwriters' option from its previously announced offering to purchase an additional 2,425,000 common shares at the Offering price of US$1.50 per share. With the exercise of the option, Westport issued a total of 19,125,000 common shares under the offering for gross proceeds of US$28,687,500.
Westport Fuel Systems Inc. announced today the closing of its previously announced offering of 16,700,000 common shares at a price of US$1.50 per share, for gross proceeds of US$25,050,000.