Westport Fuel Systems Inc. (TSX | Nasdaq: WPRT) (“
Westport
Fuel Systems” or the
“Company”) today
announced the pricing of its previously proposed underwritten
marketed public offering of common shares in the United
States and Canada. The offering is comprised of 18,200,000
common shares at a price to the public of US $5.50 per share.
The Offering will be conducted through a
syndicate of underwriters led by RBC Capital Markets and J.P.
Morgan as joint bookrunners (collectively, the “Lead
Underwriters”), and including Oppenheimer & Co. as
senior co-manager and Craig-Hallum as co-manager (collectively with
the Lead Underwriters, the “Underwriters”).
Westport Fuel Systems will also grant the
Underwriters an option to purchase additional Common Shares
representing up to 15% of the number of Common Shares to be sold
pursuant to the Offering, to cover the Underwriters'
over-allocation position, if any, and for market stabilization
purposes. The option will be exercisable by the Underwriters for a
period of 30 days following the closing of the Offering.
Westport Fuel Systems intends to use the net
proceeds of the Offering primarily for capital expenditures to
expand and automate the production capacity of the Company’s
high-pressure direct injection (“HPDI”) products
to meet customer demand, and to advance the research and
development of the Company's HPDI technology to decarbonize
transportation economically and efficiently, including using
hydrogen fuel. The remainder of the funds is to be allocated for
potential acquisitions of bolt-on businesses that offer
complementary capabilities or technologies to existing businesses,
to further strengthen the balance sheet, as well as for general
corporate purposes.
In connection with the Offering, the Company
filed the preliminary prospectus supplement (the
“Preliminary Supplement”) dated June 1, 2021 and
will file a final prospectus supplement, to its final short form
base shelf prospectus dated March 16, 2021 (the “Shelf
Prospectus”) with the securities commissions or similar
regulatory authorities in each of the provinces of Canada, except
Québec. The Preliminary Supplement has also been filed and the
final prospectus supplement (the “Prospectus
Supplement”) will be filed, with the U.S. Securities and
Exchange Commission as part of the Company’s registration statement
on Form F-10 (the “Registration Statement”) in
accordance with the multi-jurisdictional disclosure system
established between Canada and the United
States.
Closing of the Offering is subject to customary
closing conditions, including the approvals of applicable
securities regulatory authorities, including the Toronto Stock
Exchange and the Nasdaq Exchange and is expected to occur on or
about June 8, 2021. For the purposes of Toronto Stock Exchange
approval the Company intends to rely on the exemption set forth in
Section 602.1 of the Toronto Stock Exchange's Company Manual
relating to certain transactions involving eligible interlisted
issuers on a recognized exchange, such as the Nasdaq Exchange.
The Offering is being made
in Canada only by means of the Shelf Prospectus and the
Prospectus Supplement and in the United States only by
means of the Registration Statement. Such documents contain
important information about the Offering. A copy of the Preliminary
Supplement, the Prospectus Supplement and the Shelf Prospectus will
be available on SEDAR at www.sedar.com and a copy of the
Preliminary Supplement, the Prospectus Supplement and the
Registration Statement will be available on EDGAR
at www.sec.gov. Copies of the Preliminary Supplement,
Prospectus Supplement, the Shelf Prospectus and the Registration
Statement, when available, may also be obtained from the Company,
by contacting Manager, Investor Relations of Westport Fuel Systems
Inc. at 101 – 1750 West 75th Avenue, Vancouver, British Columbia
V6P 6G2, telephone: (604) 718-2046 or by contacting RBC Dominion
Securities Inc., 180 Wellington Street West, 8th Floor, Toronto, ON
M5J 0C2, Attn: Distribution Centre, or via telephone:
1-416-842-5349, or via email at Distribution.RBCDS@rbccm.com.
Prospective investors should read the Shelf
Prospectus, Preliminary Supplement, Prospectus Supplement, the
Registration Statement and the documents incorporated by reference
therein for more complete information about the Company and this
Offering before making an investment decision.
No securities regulatory authority has either
approved or disapproved the contents of this news release. This
press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
these securities in any province, state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
province, state or jurisdiction.
About Westport Fuel Systems
Westport Fuel Systems is driving innovation to
power a cleaner tomorrow. The company is a leading supplier of
advanced fuel delivery components and systems for clean, low-carbon
fuels such as natural gas, renewable natural gas, propane, and
hydrogen to the global automotive industry. Westport’s technology
delivers the performance and fuel efficiency required by
transportation applications and the environmental benefits that
address climate change and urban air quality challenges.
Headquartered in Vancouver, Canada, with operations in Europe,
Asia, North America and South America, the company serves customers
in more than 70 countries with leading global transportation
brands. For more information, visit www.wfsinc.com.
Cautionary Note Regarding Forward
Looking Statements
This press release contains "forward-looking
information" within the meaning of applicable securities laws
("forward looking statements"). Forward looking
statements are frequently characterized by words such as "expect",
"intend", "may", "will", "potential", "proposed" and other similar
words, or statements that certain events or conditions "may" or
"will" occur. Forward-looking statements made in this press release
include statements regarding the timing and completion of the
Offering and the expected use of the proceeds to be raised if any.
These forward looking 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 the Company's 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, uncertainties and assumptions include those related to
COVID-19, its duration, effects and government responses thereto
and the price and timing for the Offering share sales, issuance of
Common Shares, the general economy, conditions of and access to the
capital and debt markets, solvency, governmental policies and
regulation, fluctuations in foreign exchange rates, as well as
other risk factors and assumptions that may affect our actual
results, performance or achievements or financial position that are
described in the Prospectus Supplement, the Shelf Prospectus and
the Registration Statement, as well as in the Company's continuous
disclosure filings available under the Company's SEDAR profile at
www.sedar.com and under the Company's EDGAR profile at www.sec.gov.
In addition, the effects and the impact of the COVID-19 outbreak,
are unknown at this time and could cause actual results to differ
materially from the forward-looking statements contained herein.
Readers should not place undue reliance on any such forward-looking
statements, which speak only as of the date they were made. The
Company disclaims any obligation to publicly update or revise such
statements to reflect any change in its 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 law.
Investor Inquiries:Christine
MarksInvestor RelationsT: +1
604-718-2046E: invest@wfsinc.com
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