- Marketed deal of common shares for gross proceeds of
approximately US$100 million, with 15% over allotment
option
- Use of proceeds primarily to fund growth of HPDI
2.0TM sales by expanding production capacity and
investing in research and development of HPDI with
hydrogen
VANCOUVER, BC, June 1, 2021 /CNW/ - Westport Fuel Systems
Inc. (TSX: WPRT) (Nasdaq: WPRT) ("Westport Fuel
Systems" or the "Company") today announced the launch of
a proposed underwritten marketed public offering of common shares
("Common Shares") in the United
States and Canada for gross proceeds to the Company
of approximately US$100
million (the "Offering").
Westport Fuel Systems intends to use the net proceeds of the
Offering primarily for capital expenditures to expand and automate
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 are 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.
As part of the Offering, Westport's Directors, Officers, and the
Company's largest shareholder, Kevin
Douglas (and his affiliates), will enter into 90 day lock-up
agreements.
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"). The Offering will be
priced in the context of the market. The issue price per share and
size of the Offering will be confirmed at a later date commensurate
with the Company entering into an underwriting agreement in respect
of the Offering (the "Underwriting Agreement") and reflected
in a final prospectus supplement (the "Prospectus
Supplement") which will be filed with the securities regulatory
authorities in each of the provinces of Canada, except Québec (the "Canadian
Jurisdictions").
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.
In connection with the Offering, the Company has filed a
preliminary prospectus supplement (the "Preliminary
Supplement") dated June 1, 2021
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 Canadian Jurisdictions. The Preliminary Supplement
has also been 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.
The issuance of the Common Shares pursuant to the Offering is
subject to market and other conditions, and to customary approvals
of applicable securities regulatory authorities, including the
Toronto Stock Exchange and the Nasdaq Exchange. There can be no
assurance as to whether or when the Offering may be completed, or
as to the actual size or terms of the Offering. 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 will be made in Canada only by means of
the Shelf Prospectus and the Prospectus Supplement and in the
United States only by means of the Prospectus Supplement and
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.
A Preliminary Supplement containing important information
relating to these securities has been filed with securities
commissions or similar authorities in certain jurisdictions of
Canada. The Preliminary Supplement
is still subject to completion or amendment. Copies of the
Preliminary Supplement may be obtained from the sources indicated
above. There will not be any sale or any acceptance of an offer to
buy the securities until a receipt for the final prospectus has
been issued.
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.
SOURCE Westport Fuel Systems Inc.