Why Westport Innovations Inc. (USA) and Fuel Systems Merger is Good for Investors
6/6/16
By Jason Hall,  MotleyFool
Earlier this week, Fuel Systems Solutions ( NASDAQ:FSYS ) announced that its shareholders had approved its planned merger with Westport Innovations, Inc. (USA) ( NASDAQ:WPRT ), even after a very public "no" vote by a co-founder with a large stake. The merger was finalized on June 1, and the new company will officially be called Westport Fuel Systems, and trade under the current Westport tickers on the Nasdaq and Toronto stock exchanges. Despite the controversy created by a disgruntled co-founder, Fuel Systems shareholders overwhelmingly approved the deal. Frankly, it's almost certainly in their best interests to see the two companies combine. Here's a look at why. Breakdown of the merger agreement
According to the finalized merger, Fuel Systems shareholders will receive 2.4755 Westport shares for each Fuel Systems share they hold. At the end of last quarter, Fuel Systems reported 18.09 million shares, while Westport reported 64.5 million shares outstanding. So the quick and dirty math will mean the newly joined company would have around 109.3 million shares. That means current Westport shareholders will see their individual pieces of the company pie get cut down; but let's remember that the pie is getting bigger as a result of the deal. What Westport gets from the deal
To start, Fuel Systems has a much-better track record than Westport of profitable results, and much-better cash-generating operations:
WPRT CASH FROM OPERATIONS (TTM) DATA BY YCHARTS . There's a big difference between cash from operations and profits, but profits can be a product of non-cash items -- so it's not a perfect measure, either. At the same time, Fuel Systems also brings a clean balance sheet into the marriage, with basically zero debt, and almost $50 million in cash and equivalents. Combined with its own ongoing operating cost improvements, Fuel Systems' operations and cash infusion will make a big difference in helping the Westport side of the family become sustainable. Frankly, as things stood coming into the merger, Westport's own cash flows and income from its joint ventures weren't likely going to be enough to keep the company afloat long enough for one of its in-development products to catch on. In no uncertain terms, this deal may have been a lifesaver for Westport's future as a stand-alone company. Why it's good for Fuel Systems
As the table above shows, Fuel Systems' revenue, like that of Westport, has been heading the wrong way during the past several years. This has been partly due to the cyclical impact of the oil crash significantly reducing demand for natural-gas vehicles in North America. Furthermore, a weak economy in Europe -- one of the things that has been partly responsible for the oil crash -- has also weakened demand for NGVs in those markets, where there is a significantly larger market for natural-gas-powered automobiles. By combining the two companies -- which have less overlap in the areas in which they compete than one would think -- Fuel Systems becomes part of an organization that participates in essentially every segment of the natural-gas-vehicle space, from small, purpose-built industrial engines all the way to heavy-duty trucking, and even locomotives. The result should be a company with high-quality cash flows that help sustain it through cyclical downturns. It also means it can continue to make investments in next-generation technology across the entire NGV and industrial alt-fuels space. So what's next? There's no getting around the short-term winner being Westport, because the bolstered balance sheet, and more-reliable cash flows provided by Fuel Systems will help bridge the gap to the commercial launch of HPDI 2.0 later this year. But in the long term, there's hope that, by joining the two small companies together, the larger entity should be in a better position for growth, and to fund product development. And that's good for the industry, as well as the company. Will it play out that way? Only time will tell, and a lot of that responsibility will fall on Chief Operating Officer Nancy Gougarty to combine the two companies. It's not easy to keep what makes a company great while cutting out the fat. The cuts need to happen, though, and only time will tell if the right ones are made. A secret billion-dollar stock opportunity
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Why Westport Innovations Inc. (USA) and Fuel Systems Merger is Good for Investors

Why Westport Innovations Inc. (USA) and Fuel Systems Merger is Good for Investors
6/3/16
By Jason Hall,  MotleyFool
Earlier this week, Fuel Systems Solutions ( NASDAQ:FSYS ) announced that its shareholders had approved its planned merger with Westport Innovations, Inc. (USA) ( NASDAQ:WPRT ), even after a very public "no" vote by a co-founder with a large stake. The merger was finalized on June 1, and the new company will officially be called Westport Fuel Systems, and trade under the current Westport tickers on the Nasdaq and Toronto stock exchanges. Despite the controversy created by a disgruntled co-founder, Fuel Systems shareholders overwhelmingly approved the deal. Frankly, it's almost certainly in their best interests to see the two companies combine. Here's a look at why. Breakdown of the merger agreement
According to the finalized merger, Fuel Systems shareholders will receive 2.4755 Westport shares for each Fuel Systems share they hold. At the end of last quarter, Fuel Systems reported 18.09 million shares, while Westport reported 64.5 million shares outstanding. So the quick and dirty math will mean the newly joined company would have around 109.3 million shares. That means current Westport shareholders will see their individual pieces of the company pie get cut down; but let's remember that the pie is getting bigger as a result of the deal. What Westport gets from the deal
To start, Fuel Systems has a much-better track record than Westport of profitable results, and much-better cash-generating operations:
WPRT CASH FROM OPERATIONS (TTM) DATA BY YCHARTS . There's a big difference between cash from operations and profits, but profits can be a product of non-cash items -- so it's not a perfect measure, either. At the same time, Fuel Systems also brings a clean balance sheet into the marriage, with basically zero debt, and almost $50 million in cash and equivalents. Combined with its own ongoing operating cost improvements, Fuel Systems' operations and cash infusion will make a big difference in helping the Westport side of the family become sustainable. Frankly, as things stood coming into the merger, Westport's own cash flows and income from its joint ventures weren't likely going to be enough to keep the company afloat long enough for one of its in-development products to catch on. In no uncertain terms, this deal may have been a lifesaver for Westport's future as a stand-alone company. Why it's good for Fuel Systems
As the table above shows, Fuel Systems' revenue, like that of Westport, has been heading the wrong way during the past several years. This has been partly due to the cyclical impact of the oil crash significantly reducing demand for natural-gas vehicles in North America. Furthermore, a weak economy in Europe -- one of the things that has been partly responsible for the oil crash -- has also weakened demand for NGVs in those markets, where there is a significantly larger market for natural-gas-powered automobiles. By combining the two companies -- which have less overlap in the areas in which they compete than one would think -- Fuel Systems becomes part of an organization that participates in essentially every segment of the natural-gas-vehicle space, from small, purpose-built industrial engines all the way to heavy-duty trucking, and even locomotives. The result should be a company with high-quality cash flows that help sustain it through cyclical downturns. It also means it can continue to make investments in next-generation technology across the entire NGV and industrial alt-fuels space. So what's next? There's no getting around the short-term winner being Westport, because the bolstered balance sheet, and more-reliable cash flows provided by Fuel Systems will help bridge the gap to the commercial launch of HPDI 2.0 later this year. But in the long term, there's hope that, by joining the two small companies together, the larger entity should be in a better position for growth, and to fund product development. And that's good for the industry, as well as the company. Will it play out that way? Only time will tell, and a lot of that responsibility will fall on Chief Operating Officer Nancy Gougarty to combine the two companies. It's not easy to keep what makes a company great while cutting out the fat. The cuts need to happen, though, and only time will tell if the right ones are made. 10 stocks we like better than Westport Innovations
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May 31, 2016 05:24 PM Eastern Daylight Time
NEW YORK--( BUSINESS WIRE )--Fuel Systems Solutions, Inc. (“Fuel Systems” or “the Company”)      (Nasdaq:FSYS) today announced that at the Company’s special meeting of      stockholders held earlier today, Fuel Systems stockholders voted to      approve the Company’s proposed merger with Westport Innovations Inc.      ("Westport") (TSX: WPT / Nasdaq: WPRT). With the approval by Fuel Systems stockholders, all approvals required      to complete the proposed merger have been received. Fuel Systems and      Westport expect to complete the transaction on June 1, 2016. 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 . Cautionary Note Regarding Forward Looking Statements
This press release contains forward-looking statements within the      meaning of the U.S. federal securities law. Words such as      "anticipates", "believes", "expects", "intends", "will", "should",      "may", and similar expressions may be used to identify forward-looking      statements. Forward-looking statements are not statements of historical      fact and reflect Fuel Systems' and Westport's current views about future      events. This press release contains forward-looking statements,      including statements regarding the timing for the anticipated closing of      the merger 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 Systems’ 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. The      contents of any website, RSS feed or twitter account referenced in this      press release are not incorporated by reference herein. Contacts

Fuel Systems Stockholders Approve Merger with Westport

08:00 ET     from Westport Innovations Inc.
~ Compelling merger edges closer to completion ~
VANCOUVER, May 26, 2016 /PRNewswire/ - Westport Innovations Inc. (TSX:WPT / Nasdaq: WPRT ) ("Westport"), engineering the world's most advanced natural gas engines and vehicles, today announced that the final exchange ratio has been determined for the proposed business combination (the "Merger") with Fuel Systems Solutions, Inc. ("Fuel Systems") (Nasdaq:  FSYS). Assuming the Merger closes as anticipated on June 1, 2016, Fuel Systems stockholders will receive 2.4755 Westport common shares for each share of Fuel Systems common stock owned upon completion of the Merger. "The proposed Merger with Fuel Systems will dramatically improve our joint business portfolio and provide long-term value to shareholders of the combined company, along with benefits for customers, business partners and employees," said David Demers, Westport CEO. "Westport shareholders have already voted in favour of the Merger resolution and we are confident that there is also widespread support from Fuel Systems stockholders. We look forward to working together as one company as we await the results of Fuel Systems'  May 31, 2016 stockholder meeting. "
Major proxy advisory firms, Institutional Shareholder Services Inc. ("ISS") and Glass Lewis & Co., recently reaffirmed their recommendations that Fuel Systems shareholders vote FOR the proposed Merger. Benefits of the Merger to Shareholders of both companies
The Westport Board of Directors believes that the Merger will provide the shareholders of both companies with a number of significant strategic and financial benefits, including:
Scale – The combined company is expected to deliver the scale and expertise to compete effectively, grow, and deliver strong shareholder returns. Strength – The combined company is expected to benefit from a strengthened balance sheet and enhanced liquidity, and to be positioned for continued investment and long-term financial stability. Global reach – The combined company will have a broad global reach enabling it to best serve customers and distributors. It will offer state-of-the-art facilities on five continents and a distribution network serving 70 countries, including the world's largest and fastest-growing markets. Enhanced R&D and product development – The Merger will combine Westport's expertise in medium- and heavy-duty, and high horsepower applications with Fuel Systems' core focus and development efforts in automotive and industrial applications. Deep OEM relationships – Both companies have built long-standing relationships with original equipment manufacturers (OEMs). About Westport
Westport engineers the world's most advanced natural gas engines and vehicles. More than that, we are fundamentally changing the way the world travels the roads, rails and seas. We work with OEMs worldwide from design through to production, creating products to meet the growing demand for vehicle technology that will reduce both emissions and fuel costs. To learn more about our business, visit westport.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
Westport has filed with the U.S. Securities and Exchange Commission (the "SEC") a registration statement on Form F-4, which includes the revised proxy statement of Fuel Systems that also constitutes a prospectus. INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE REVISED PROXY STATEMENT/PROSPECTUS, AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, IN THEIR ENTIRETY 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, are set forth in the revised proxy statement/prospectus 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 certain "forward looking statements" within the meaning of applicable securities laws. Words such as "anticipates", "believes", "expects", "intends", "will", "should", "may", and similar expressions may be used to identify forward looking statements. Forward looking statements are not statements of historical fact and reflect Fuel Systems' and Westport's current views about future events. This press release contains forward-looking statements, including statements regarding the Merger, the anticipated benefits of the Merger,, the anticipated timing and results of the Fuel Systems' stockholders meeting, 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 the approval of the Merger by Fuel Systems stockholders and completion of such Merger, our revenue growth, operating results, industry and products, the general economy, conditions of and access to the capital and debt markets, governmental policies and regulation, 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 Information Form and Annual Report on Form 40-F for the year ended December 31, 2015, 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 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. SOURCE  Westport Innovations Inc.

Westport Announces Exchange Ratio for Merger Agreement with Fuel Systems

Fuel Systems Stockholders Will Receive 2.4755 Common Shares of      Westport per Fuel Systems Common Share upon Completion of the Merger
Fuel Systems Board of Directors Recommends that Fuel Systems      Stockholders Vote “FOR” the Merger with Westport at the Special Meeting      Scheduled for May 31, 2016
Special Meeting of Fuel Systems Stockholders Scheduled for May 31,      2016 to Vote on Merger with Westport
May 25, 2016 08:00 AM Eastern Daylight Time
NEW YORK--( BUSINESS WIRE )--Fuel Systems Solutions, Inc. (“Fuel Systems”) (Nasdaq:FSYS) today      announced that the final exchange ratio has been determined for its      proposed business combination (the "Merger") with Westport Innovations      Inc. (“Westport”). Fuel Systems stockholders will receive 2.4755      Westport common shares for each share of Fuel Systems common stock owned      upon completion of the Merger, assuming the Merger closes as anticipated      on June 1, 2016. The Fuel Systems’ board has reaffirmed its support in favor of the      Merger with Westport. The Fuel Systems board recommends that Fuel      Systems stockholders vote “FOR” the proposal to adopt the amended      merger agreement, which is necessary to complete the merger, and “FOR”      the other proposals described in the revised proxy statement/prospectus. Time is short. To ensure their vote is received, Fuel Systems      stockholders may vote by mail, telephone or via the internet by      following the instructions on the proxy card that was mailed to all      stockholders eligible to vote at the meeting. The merger will create a premier alternative fuel vehicle and engine      company with an expanded product and technology portfolio. Strategic highlights include:
Compelling Value for Fuel Systems Stockholders –        Assuming the Merger closes on June 1, 2016, Fuel Systems stockholders        will receive 2.4755 Westport common shares for each share of Fuel        Systems common stock owned, allowing them to benefit from potential        increased efficiencies created by the combination and upside potential        of the combined company. Increased Scale and Opportunity to Better Serve Customers –        The combined company will have a broad global reach, complementary        research and development capabilities, and increased scale and product        diversity. Complementary Product Mix and Customer Offering – The        combined company will offer comprehensive solutions in light- and        heavy-duty transportation applications and industrial-focused        applications, serving the world’s largest and fastest growing markets. The combined asset base is comprised of state-of the-art facilities        strategically located across five continents and a leading        distribution network spanning 70 countries. Broadened Original Equipment Manufacturer (OEM) Relationships –        Both companies have built long-standing relationships with OEMs such        as General Motors Company, Ford Motor Company, Nissan Motor Company,        Kia Motors Corporation, Subaru of Fuji Heavy Industries, Mitsubishi        Group, Volvo Car Group, Volkswagen, Fiat Chrysler Automobiles, Tata        Motors, GAZ Group, PACCAR Inc., Weichai and Cummins. A High-Value IP Portfolio – 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 over 500 patents in        CNG/LNG/LPG parts and systems worldwide. This combination of a strong        intellectual property position, prolific development and        commercialization efforts will help expand the product pipeline for        the industry. If the Merger is completed pursuant to the amended merger agreement,      each share of common stock of Fuel Systems outstanding immediately prior      to the effective time of the Merger will be cancelled and automatically      converted into the right to receive a number of Westport common shares      equal to the exchange ratio. The value of any fractional interests of      Westport common shares to which a holder of Fuel Systems common stock      would otherwise be entitled will be paid in cash as provided in the      amended merger agreement. Under the amended merger agreement, the exchange ratio was calculated      based on the volume weighted average price of Westport common shares on      the Nasdaq Stock Market, as reported by Bloomberg, for the ten      consecutive trading days ended on and including May 24, 2016 (the      trading day five business days prior to June 1, the anticipated closing      date of the Merger). Date and Time for Special Meeting
Fuel Systems’ special meeting of stockholders is scheduled to take place      on May 31, 2016 at 12:00 p.m. Eastern Time. The meeting will be held at      Day Pitney LLP, 7 Times Square, 20th Floor, New York, New York 10036. Fuel Systems notes that Institutional Shareholder Services Inc. and      Glass Lewis & Co., two leading independent proxy advisor firms, have      recommended that Fuel Systems stockholders vote “FOR” the Merger. 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 Fuel Systems'      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      U.S. 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, is set forth in the      revised proxy statement/prospectus 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 Systems’ directors and executive officers is      contained in Fuel Systems’ 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 within the      meaning of the U.S. federal securities law. Words such as      “anticipates”, “believes”, “expects”, “intends”, “will”, “should”,      “may”, and similar expressions may be used to identify forward-looking      statements. Forward-looking statements are not statements of      historical fact and reflect the Fuel Systems’ and Westport’s current      views about future events. This filing contains forward-looking      statements, including statements regarding the Merger, the timing for      the anticipated closing of the Merger, the timing of the Fuel Systems’      stockholders meeting, 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 Systems’ 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. The      contents of any website, RSS feed or twitter account referenced in this      press release are not incorporated by reference herein. Contacts

Fuel Systems Announces Exchange Ratio for Merger with Westport

Eni operates in the energy sector. The company offers decarbonized energy products, renewable energy solutions, and services, including bio-refinery development, biomethane production, and low-carbon energy carriers and mobility services. It serves sectors that require sustainable energy solutions. Eni was formerly known as Ente Nazionale Idrocarburi. It was founded in 1953 and is based in Rome, Italy.

Eni has historically opened 20 to 30 new stations per year , and this exclusive contract is a coup for MTM . ''

Fuel Systems Solutions’ MTM Signs Exclusive Multi-Year Contract With Eni, S.p.A.

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Acq - P2P

Fuel Systems Solutions designs, manufactures and supplies proven, cost-effective alternative fuel components and systems for transportation and industrial applications. The company's gaseous fuel technology for propane (LPG) and natural gas (CNG) generates savings, reduces emissions, and promotes energy independence.

Date	Round	Amount	Investors	Valuation Valuations are submitted by companies, mined from state filings or news, provided by VentureSource, or based on a comparables valuation model.	Revenue	Sources
10/21/2015	Acq - P2P		Westport Innovations	$XXM	0 FY undefined	1
4/5/2004	IPO	$XXM	Subscribe to see more	$XXM	0 FY undefined	0

Date	10/21/2015	4/5/2004
Round	Acq - P2P	IPO
Amount		$XXM
Investors	Westport Innovations	Subscribe to see more
Valuation	$XXM	$XXM
Revenue	0 FY undefined	0 FY undefined
Sources	1	0

First funding	10/21/2015
Last Funding	10/21/2015
Investor	Westport Innovations
Rounds	1 Acq - P2P
Board Seats
Type	Corporation
Location	Canada

Date	Companies	Valuation Valuations are submitted by companies, mined from state filings or news, provided by VentureSource, or based on a comparables valuation model.	Note	Sources
5/25/2016	Westport Innovations	$XXM	Merger	1
2/20/2012	Subscribe to see more	$XXM	Subscribe to see more	0
6/22/2011	Subscribe to see more	$XXM	Subscribe to see more	0

Date	5/25/2016	2/20/2012	6/22/2011
Investment Stage
Companies	Westport Innovations	Subscribe to see more	Subscribe to see more
Valuation	$XXM	$XXM	$XXM
Total Funding
Note	Merger	Subscribe to see more	Subscribe to see more
Sources	1	0	0

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Fuel Systems Solutions

Investors Count

Funding, Valuation & Revenue

Fuel Systems Solutions Investors

Fuel Systems Solutions Acquisitions

3 Acquisitions