EX-99.8 2 d204011dex998.htm EX-99.8 EX-99.8

Exhibit 99.8

Fuel Systems Solutions Co-Founder Summarizes Significant Concerns Regarding Flawed Westport Transaction

Beneficial Owner of Approximately 8.7% of Outstanding Fuel Systems Shares Will Vote AGAINST the Amended Merger Agreement

May 27, 2016 08:30 AM Eastern Daylight Time

CHERASCO, Italy—(BUSINESS WIRE)—Pier Antonio Costamagna, a co-founder of Fuel Systems Solutions, Inc. (“FSS”) (NASDAQ:FSYS) today commented on his continued significant concerns regarding the clear lack of value in a combination of FSS and Westport Innovations, Inc. (“Westport”) (TSX:WPT / NASDAQ:WPRT). Mr. Costamagna has sole voting power over 1,576,043 shares of FSS common stock, representing approximately 8.7% of outstanding shares and he intends to vote AGAINST the merger at the FSS stockholder meeting scheduled for Tuesday, May 31, 2016. He noted a summary of critical points informing his decision.

NO PREMIUM, UNCERTAIN FUTURE WITH WPRT, HIGH RISK OF INSOLVENCY

 

    No merger-related premium – the offer represents a 21% discount to FSS’ unaffected share price. WPRT’s share price has declined 39% since merger announcement

 

    WPRT has significant debt load maturing and recently raised funds from Cartesian at an effective interest rate of 23%

 

    Cartesian will have significant influence and control over combined company

 

    WPRT subject to ongoing revenue decline and questionable outlook

 

    FSS receiving inadequate stake for its revenue and EBITDA contribution to the combined company

 

    Combined company expected to generate negative adjusted EBITDA in FY16 and FY17 and require $150mm of additional financing

 

    Real risk of insolvency for the combined company. CEO did not vote for the merger and one director resigned in protest

LIMITED DOWNSIDE TO REJECTION

 

    Standalone value substantially higher than current implied offer price

 

    Mean average Discounted Cash Flow (DCF) - $14.85

 

    Mean average equity research Estimates - $8

 

    Almost no debt and $49.5 million in cash and short term investments as of March 31, 2016

 

    DCF analysis shows a mean average discount of 65% based on the current offer

 

    Expected to generate positive adjusted EBITDA in both FY16 and FY17

 

    Third Party’s offer of $4.5 per share in cash, provides effective floor to the share price if the merger is rejected

 

    Proxy reflects pressure applied to directors to approve amended merger agreement


Contacts

Abernathy MacGregor

Pat Tucker, 212-371-5999

pct@abmac.com

or

Cia Williams, 212-371-5999

cew@abmac.com