Westport Innovations Inc., engineering the world's most advanced natural gas engines and vehicles, announces that the proposed merger with Fuel Systems Solutions Inc. has satisfied the requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976. There is no further antitrust clearance required to close the transaction.
As announced on September 1, 2015, Westport and Fuel Systems have entered into an Agreement and Plan of Merger (the Merger Agreement) to combine their businesses through merger. Pursuant to the Merger Agreement, Whitehorse Merger Sub Inc., a newly formed, wholly owned subsidiary of Westport, will merge with and into Fuel Systems, with Fuel Systems surviving the merger as a wholly owned subsidiary of Westport. As consideration for the merger, stockholders of Fuel Systems will receive a fixed ratio of common shares of Westport.
The Westport common shares to be issued pursuant to the Merger Agreement will be issued pursuant to a registration statement on Form F-4, which has been filed with the SEC. In the Form F-4, Westport is providing, among others, certain forward-looking financial information and financial outlook information which is subject to the risks, qualifications, assumptions and other cautionary language set out in such Form F-4.
