ISS and Glass Lewis Recommend Voting
“FOR” the Merger with Westport
Fuel Systems Solutions, Inc. (“Fuel Systems”) (Nasdaq:FSYS)
today announced that Institutional Shareholder Services Inc.
(“ISS”), a leading independent proxy voting advisory firm, has
again recommended that Fuel Systems stockholders vote “FOR”
the previously announced Amended Agreement and Plan of Merger (the
“Amended Agreement”) in relation to the proposed business
combination (the "Merger") between Fuel Systems and Westport
Innovations Inc. (“Westport”). ISS’s May 19, 2016 report
recommending “FOR” the merger follows two previous reports
issued by ISS on March 4 and March 15 also recommending
“FOR” the merger.
In addition, Glass Lewis & Co., another leading independent
proxy advisory firm, also issued a report on May 18, 2016
recommending “FOR” the Amended Agreement and Plan of Merger,
as it had done previously.
Fuel Systems stockholders should be aware that the special
meeting of stockholders in connection with the transaction will be
held in the next eight days, on May 31, 2016, the day after the
Memorial Day holiday in the U.S.
To ensure votes are received, stockholders may vote by mail,
online or by telephone by following the instructions on the proxy
card.
Stockholders who have questions or need assistance voting their
shares can contact Laurel Hill Advisory Group, the firm assisting
Fuel Systems in its solicitation of proxies in connection with the
Westport transaction, at 516-933-3100 or 888-742-1305
(toll-free).
About Fuel Systems Solutions
Fuel Systems Solutions (Nasdaq:FSYS) is a leading designer,
manufacturer and supplier of proven, cost-effective alternative
fuel components and systems for use in transportation and
industrial applications. Fuel Systems' components and systems
control the pressure and flow of gaseous alternative fuels, such as
propane and natural gas, used in internal combustion engines. These
components and systems feature the Company's advanced fuel system
technologies, which improve efficiency, enhance power output and
reduce emissions by electronically sensing and regulating the
proper proportion of fuel and air required by the internal
combustion engine. In addition to the components and systems, the
Company provides engineering and systems integration services to
address unique customer requirements for performance, durability
and configuration. Additional information is available at
www.fuelsystemssolutions.com.
No Offer or Solicitation
This communication is not intended to and does not constitute an
offer to sell or the solicitation of an offer to subscribe for or
buy or an invitation to purchase or subscribe for any securities or
the solicitation of any vote in any jurisdiction pursuant to the
proposed transactions or otherwise, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in
contravention of applicable law. No offer of securities shall
be made except by means of a prospectus meeting the requirements of
Section 10 of the United States Securities Act of 1933, as
amended. Subject to certain exceptions to be approved by the
relevant regulators or certain facts to be ascertained, the public
offer will not be made directly or indirectly, in or into any
jurisdiction where to do so would constitute a violation of the
laws of such jurisdiction, or by use of the mails or by any means
or instrumentality (including without limitation, facsimile
transmission, telephone and the internet) of interstate or foreign
commerce, or any facility of a national securities exchange, of any
such jurisdiction.
Additional Information and Where to Find It
Fuel Systems has filed a revised proxy statement/prospectus with
the 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, will be
set forth in the revised proxy statement/prospectus when it is
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 System’s directors and
executive officers is contained in Fuel System’s 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 press release contains forward-looking statements,
including statements regarding the Merger, the timing of the Fuel
Systems’ stockholders meeting, the exchange ratio 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 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 System’s 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 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.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20160523005429/en/
Fuel Systems SolutionsPietro Bersani, 646-502-7170Chief
Financial OfficerorInvestors:Laurel Hill Advisory Group516-933-3100
or 888-742-1305 (toll-free)orMedia:Joele Frank Wilkinson Brimmer
KatcherTim Lynch / Nick Leasure, 212-355-4449
Fuel Systems Solutions, Inc. (NASDAQ:FSYS)
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