A tragedy ! We were sold out !
All will be gone in a year.

ROTTEN TO THE CORE
Westport's Proposed Takeover Of Fuel Systems Solutions: 'Rotten To The Core'
Jan. 11, 2016 7:55 AM ET| About: Fuel Systems Solutions, Inc. (FSYS), Includes: WPRT
Disclosure: I am/we are long FSYS. (More...)
Summary

WPRT is capturing $63 million net cash from FSYS, with no money down.

WPRT will swap 38.5 million of their shares, to seal the deal.

FSYS' market cap, now equates to its cash holdings.

FSYS was buying back their own shares at $11, but will settle for just $3.50.

This proposed transaction is outrageous and a white knight could emerge.

Talk about sheer insanity. That's a gargantuan understatement when it comes to the caper Westport Innovations (NASDAQ:WPRT) is about to pull off. It is even more inconceivable when considering these guys have been burning through cash, have net debt of $24 million, and shareholder's equity of just $1.33, yet will be nabbing Fuel Systems Solutions (NASDAQ:FSYS), easier than taking candy from a baby.

The guys at FSYS are no babies either. They have been in business several decades, possess a pristine balance sheet, and tally annual sales of over $300 million. In fact, I have been promoting them for many years, because of their superior value metrics. FSYS has $63 million of cash, is EBITDA positive, and features a book value of $9.22.

They even have a stock buyback plan in effect, and have already bought back over 10% of their shares outstanding. The company's market value of $3.56, is just a few pennies more, than its cash value per share of $3.48. Can you believe that? It is a extremely rare occurrence when a enterprise has more cash, than its market value.

They were buying back their shares in 2015 in the open market, under their $25 million stock repurchase plan, at an average price of $11. Why on earth would they be content on selling those same shares today at $3.50? This adds up to nothing short, of lunacy.

Now, WPRT intends to print up 38.5 million shares and swap 2.129 Westport shares for every single FSYS share, to consummate the marriage. In the process, they will immediately capture $63 million of FSYS' cash hoard. They are essentially being paid to take over the company, suffering only "share dilution" as a consequence. A wonderful deal for WPRT shareholders, and the clear perception of a more than "woeful" transaction, for FSYS shareholders.

If anyone would have told me, that FSYS was going to be acquired, and just three months after the announcement their shares would be trading 50% lower, I would have thought they were absolutely out of touch with reality. Normally when a buyout occurs, the acquired company's shares go up, not down. Just last Thursday, the shares lost 25% of their value, on absolutely no news.

It appears I'm the one that is out of touch because due to this coming debacle my portfolio value has been sliced in half. To make matters worse, I am being forced out of my position due to margin calls. You see, when a stock falls below $4, the lending broker basically does not allow borrowing power on it.

There is no one to blame but myself. I simply had too much skin in the game because of the attraction and lust I possessed for this name. Its extreme bargain metrics looked just too good to be true, and guess what? Evidently they were not. I simply drank the Kool Aid and became too emotional and stubborn about this stock.

I am unclear why this proposed deal has not been revised, cancelled or subject to a new bidder (the cancellation penalty is a mere $5.5 million), especially considering the vote (by each board) to approve it, occurred when the shares of both companies were twice the price. In my opinion, that is a game changer. What was good three months ago, is definitely not good today, and please don't blame it all on the fall in oil prices.

This transaction seems dubious at best, and I am completely dumbfounded that WPRT hasn't even raised its payment ratio to at least a 2.50 exchange rate considering the tragic decimation of both these stocks. I am also puzzled why a white knight hasn't evolved with a sweeter offer such as T Boone Pickens' Clean Energy Fuels (NASDAQ:CLNE), the final public company of three, in the alternative fuel sector. Perhaps all three of these companies should combine forces?

I spoke with WPRT's investor relations manager and he relayed the voting materials will be out in mid Feb. and the deal will close just three days later. He said he is more than confident that FSYS shareholders will approve it. I am flabbergasted why shareholders would vote for something so outrageously unfair - most notably, activist hedge fund Becker Drapkin (FSYS' largest shareholder). Any way you slice it, this apple is rotten to the core.

OUCH !!! I BET THAT HURTS !!!

BEND OVER !

Dec. 28

To our Stockholders:

Each of the boards of directors of Westport Innovations Inc. (?Westport?) and Fuel Systems Solutions, Inc. (?Fuel Systems?) has unanimously approved a strategic transaction for the combination of Westport and Fuel Systems, as described below (the ?merger?). Fuel Systems is sending you this proxy statement/prospectus to invite you to attend a special meeting of Fuel Systems stockholders being held to vote on the merger and to ask you to vote at the special meeting in favor of adopting the agreement and plan of merger.

The Merger

Westport and Fuel Systems entered into an agreement and plan of merger on September 1, 2015 (the ?merger agreement?) pursuant to which, subject to Fuel Systems and Westport stockholder approval and certain other customary closing conditions, Fuel Systems and Westport will combine their businesses through the merger of Whitehorse Merger Sub Inc. (?Merger Sub?) a newly formed, wholly owned subsidiary of Westport with Fuel Systems, with Fuel Systems thereupon becoming a wholly owned subsidiary of Westport.

DISASTER QUARTER !!!

Material Impairment $13.8 million...take another $0.76 off of the share price!

A New 10 year Low ! Delisting Notice due to non-compliance.

And David Demers is going to be the new CEO ?

We are all DOOMED. Bankruptcy in a year !

DELISTING NOTICE !!!

It seems we can't file financials on time...

MATERIAL IMPAIRMENTS.

In connection with the pending merger of Fuel Systems Solutions, Inc. (the “Company”) with Westport Innovations Inc., the Company recently concluded that an impairment analysis must be performed to determine whether the Company may be required to record an asset impairment charge. The Company has not yet completed its analysis to determine whether an asset impairment charge would be recorded. If applicable, the estimated amount of any asset impairment charge will be determined by the Company as it finalizes its financial statements for the period ended September 30, 2015.

Accordingly, until the Company determines whether an asset impairment charge would be recorded and, if applicable, the estimated amount of any asset impairment charge, the Company will be unable to file its Quarterly Report on Form 10-Q for the period ended September 30, 2015 (the “Third Quarter 2015 Form 10-Q”). The Company is working in good faith to complete its analysis. The Company expects to file the Third Quarter 2015 Form 10-Q once the impairment analysis is completed which may be beyond the date for filing such Form 10-Q including any extensions.

ANOTHER NAIL IN THE COFFIN?

VANCOUVER, Oct. 21, 2015 /PRNewswire/ - Westport Innovations Inc. (TSX:WPT / Nasdaq:WPRT) ("Westport"), engineering the world's most advanced natural gas engines and vehicles, announced today that the proposed merger with Fuel Systems Solutions, Inc. ("Fuel Systems") 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. Readers are encouraged to review such cautionary language carefully.

Fuel Systems Solutions (NASDAQ:FSYS) agrees to be acquired by Westport Innovations (NASDAQ:WPRT) in an all-stock deal valued at ~$7.54/share; trading halted.

Re: FSYS & Adsorbed Natural Gas Fuel Tanks...

Re: $25M FSYS Share Buyback...

The announcement today of a $25M share repurchase program is probably responsible for the bulk of the share price increase seen this morning (currently about 7%).

It could be that the share buyback has been put in place to enhance shareholder returns as stated in the FSYS CC:

That's weird... 3rd Q 8K prefaced by 2nd Q discussion....

It is apparently a mistake that will be corrected. But for the time being you will notice that the statement prefacing the 3rd quarter results is dated Aug 18, 2014 and is exactly the same statement that prefaced the 2nd quarter results.

The Q3 8K statement submitted 11/6/2014:
http://www.sec.gov/Archives/edgar/data/1340786/000156459014005108/fsys-ex991_201411067.htm

The Q2 8k statement submitted 8/18/14:
http://www.sec.gov/Archives/edgar/data/1340786/000156459014003836/fsys-ex99_201408076.htm

Re: Expectations for Upcoming FSYS Q3 Earnings Report...

Westport (WPRT), a FSYS peer, has had a terrible quarter. Many of WPRT's problems are company specific... but not all; some are probably shared by FSYS as well.

Based upon the WPRT CC of Oct 30, 2014, I expect FSYS' US and European automotive business to have slowed down significantly this past quarter, but revenue from India and, perhaps China, should have increased.

Relevant WPRT CC quotes include:

Re: Activist Investor Becker Drapkin...

In the SEC 13D/A filed today, Becker Drapkin indicated that they increased their share of FSYS to 7.9%.

This could be foreshadowing an active interest in FSYS with the possibility of Becker Drapkin seeking Board representation or it could be a passive investment... It is hard to tell at this time as Becker Drapkin has a history of both behaviors (see #msg-105360974)

Regarding FSYS, Becker made a $7.0M investment in FSYS during the 2nd quarter of 2007, but had exited the position the following quarter (see: http://www.sec.gov/Archives/edgar/data/1346543/000095013407018259/d49146e13fvhr.txt )

One might view Becker Drapkin's Ruby Tuesday (RT) investment in Q1 2012 as a model... Here, like FSYS, RT had a conservative CEO and the company stock price had been stagnating (see links below). Becker Drapkin aggressively acquired board seats (with the help of Carlson Capital) and the CEO was immediately fired.... Even so, the stock price continued to languish and Becker Drapkin ultimately exited in Q4 2013.

One event that would convince me that Becker Drapkin intends to seek board seats and make significant changes in the company culture would be the purchase of FSYS by Carlson Capital. I take this position because the hedge funds have worked together in the past. For the record, Carlson Capital does not have a current position in FSYS (http://www.sec.gov/Archives/edgar/data/1056973/000105697314000021/xslForm13F_X01/XBRL13FInfoTable06302014.xml)

========
http://blogs.wsj.com/deals/2012/07/16/small-activists-can-have-a-big-bite-too/

http://www.restfinance.com/Restaurant-Finance-Across-America/October-2013/Ruby-Tuesday-Chair-Sells-Stock-Resigns/ )

http://www.marketfolly.com/2011/06/carlson-capital-goes-activist-on-ruby.html

http://www.marketfolly.com/2010/09/hedge-fund-carlson-capital-files.html

http://www.sec.gov/Archives/edgar/data/1340786/000119312514321786/d781905dsc13da.htm

http://www.sec.gov/Archives/edgar/data/1346543/000095013407018259/d49146e13fvhr.txt

Re: Q2 Impairment....

The $44.3M impairment recorded this quarter removed most of the goodwill and half of the intangible assets from FSYS' balance sheet... i.e. Goodwill was reduced to $7.5M from $48.9M and Intangible Assets were reduced to $8.6M from $11.8M.

A Goodwill impairment of $36M was attributed to FSS Automotive in Italy; $4M was attributed to FSS Industrial in Canada & the Netherlands. Intangibles were reduced relatively evenly across the technology, customer relationships, & Trade name categories.

One short term advantage of the long-lived asset impairment is that it produced a tax benefit of $1.1M.... Of course, this savings will be reversed if the impaired property is divested.

I suspect that the timing of the impairment is correlated to the closure of the Livorno automotive conversion facilities due to the trend towards lower DOEM volumes; albeit, I believe the impairment greatly exceeded that specific to Livorno.

The reason for the impairment stated in this quarter's 10Q is:

Termination of the Deferred Compensation Plan...

I was surprised to read in this quarter's 10Q that the deferred compensation plan was terminated. I wondered if this was a tea-leaf that foreshadowed some future change in control event that might be precipitated by the recent Becker/Drapkin investment. But, after reading the company's history regarding the plan, termination made sense.

In 1996, the Deferred Compensation Plan was designed to provide a select group of management or highly compensated employees and Directors with the opportunity to defer up to 100% of their base compensation and bonuses earned. The Company made certain matching contributions, a portion of which was to be in the form of options to purchase the Company's common stock granted from the 1996 Incentive Stock Option Plan and a portion in shares of the Company's common stock, subject to vesting provisions.

After the heady days of the dot.com era, the matching funds from the company were limited to an annual maximum of $12,500 and the cash contributed by the company was invested in Company common stock. The company's contribution became vested in a step-wise schedule, not becoming fully vested until after 5 years employment had past.

The deferred compensation plan was rewritten in 2009 (as detailed in the 10K submitted in March 2009). Importantly, the company no longer matched employee contributions after March, 2009. Vesting of past contributions still applied and some contributions would not be completely vested until the end of 2013.

Not surprisingly, when the company matching funds were stopped, directors and employees no longer elected to defer their salaries and fees. Consequently, now that all of the past contributions have vested, it became time to terminate the program for lack of interest.

Likewise

On watch permanently

Yikes! Glad I'm no longer in...

WOW...DID YOU SEE THIS?

http://seekingalpha.com/article/2438315-fuel-systems-solutions-is-worth-3_30-4_10-per-share?app=1&uprof=44

Re: Delayed 10Q (continued)....

Today's 13D revealing that Becker/Drapkin has recently acquired 6.45% of FSYS stock might explain the sudden desire of FSYS to adjust the Goodwill and Intangible assets on its books; i.e. the initiative might have resulted from discussions with Becker Drapkin, albeit, I don't know why Goodwill/Intangible assets would be targeted when there are no substantial FSYS debt covenants in jeopardy.

A sense of Becker/Drapkin's investment style can be gleaned from these two wall street journal articles:

Re Delayed Q2 Report (continued)...

In the FSYS filing today it was noted that the delayed 10-Q will be filed on or before the fifth calendar day following the prescribed due date (see: http://www.sec.gov/Archives/edgar/data/1340786/000121465914005775/s811140nt10q.htm )

I believe that the due date for the 10Q is August 18 (45 days after Jun 30) implying that the 10Q will be filed or or before Aug 22. see: http://www.corpgov.deloitte.com/binary/com.epicentric.contentmanagement.servlet.ContentDeliveryServlet/CanEng/Documents/Resources/Financial%20Reporting%20Tools/ChecklistForQuarterlyReport_SEC_Form10-Q.pdf ;i.e.

So we'll be seeing $9's again no doubt IMO

An alternative target for impairment that might be the cause of the 2014Q2 reporting delay is the US automotive division...

However, further impairment of US automotive operations would surprise me... In the fourth quarter 2012 a non-cash goodwill and asset impairment charge of $22.0 million was recorded. It was comprised of a goodwill impairment of $9.9 million and a write-down of long -lived assets of $12.1 million.

Re Delayed Q2 Reporting...

It was reported this morning that FSYS "expects to delay the announcement of its financial results for the second quarter of 2014 beyond its typical announcement date and that it also may file a notification of late filing (Form 12b-25) to extend the time to file its Quarterly Report on Form 10-Q for that period. The delay is expected to be necessary for management to complete its analysis of whether the Company may be required to record a goodwill and long-lived asset impairment charge for the second quarter of 2014 and, if required, to determine the amount of any such non-cash charge." (http://finance.yahoo.com/news/fuel-systems-solutions-inc-expects-103000943.html)

I'm wondering if this delay is related to today's events concerning Argentina's bond default...which could lead to a serious currency devaluation.

FSYS assembles products in Beccar, Argentina, as well as at other sites outside of Argentina.

Venezuela was an important market for FSYS in the recent past. But not this year.

In the 2014Q1 CC Pietro Bersani (FSYS CFO) said that there were no BRC units sold in Venezuela.

I suspect that the 2014Q2 results will also reflect an absence of input from Venezuela.... This suspicion is based upon a report last week in the Wall Street Journal that detailed the miserable state of affairs for the Venezuelan auto industry....

======
The 2014Q1 statement by Pietro Bersani in Q&A on May 8, 2014:

The rebound should hold from here. This thing has been abused. Short interest is rather low. Baring some sort of BS we could see $18 by October. JMOI

peace

Very steady of late!

Sounds Good!

liking the rebounds...road to 200ma perhaps starting this Monday IMO

looking grrrreat!

Making the Turn, if she makes it through $11.30 level then we are headed to the 200 day MA over $13!

INDEED...AND I LOVE IT AT $11.00

Nice Volume to end the day!

QTWW not looking bad right about now either

Looking for CLNE WPRT and FSYS to all regain their 200 day MA this summer...

you can say that again

Chart looking much stronger...

Re: US flaring restrictions as FSYS opportunity...

Pressure by lease holders to force oil companies to capture gas at the well-head rather than burn it off as a flare may produce a significant market for CNG pickup trucks and and on-site compressors in the US, some of which might be provided by FSYS's Impco division.

(See the attached article by Kirk Eggleston regarding the new North Dakota rules requiring capture of gas within one year after drilling a well; http://bakkenshale.com/news/ndic-implements-new-bakken-flaring-rule-june-1-2014/ )

Testing the 50 Day MA here!

Re: Launch of Brake Pad Line...

Press releases from FSYS are rare and this one might be noteworthy (see #msg-103102801).

This is the first instance that I am aware of whereby FSYS endeavors to capitalize upon its existing automotive division network of dealers and workshops to distribute an aftermarket automotive product not directly related to its fuel components expertise.

The expected $5-10M increment in annual revenue within the next few years will not be a game-changer... But, if this is a harbinger of a series of high-performance products introduced to leverage BRC's distribution network, it might represent a meaningful transition away from the delayed OEM model which has up until now been the dominant theme for BRC.

Fuel Systems Solutions Plans Launch of High-Tech Brake Pad Line

6:30 AM ET 6/10/14 | GlobeNewswire

MTM, a fully owned subsidiary of Fuel Systems Solutions, Inc. (Nasdaq:FSYS), has created a new unit named BRC Brake Division to launch a comprehensive range of high-tech automotive brake pads. BRC Brake Division is located in Cherasco, Italy, and consists of a world class R&D center and new manufacturing site supervised by MTM's seasoned development experts.

BRC Brake Division's brake pads will incorporate chemical technology designed for high-performance competitive racing that is cleaner and more environmental friendly than current models. Consistent with all Fuel Systems aftermarket products, the brake pads will offer OEM equivalent quality at competitive prices and will be sold under Fuel Systems' existing brands, namely BRC Brakes, Zavoli Brakes and IBT-Italian Brake Technology, leveraging the company's existing Automotive Division distribution network of thousands of dealers and workshops, as well as through wholesalers and other channels.

BRC Brake expects to launch by the fourth quarter of 2014 with manufacturing capacity of over 1 million sets annually for distribution in the European, South American and Asian markets. Due to the consistent demand for these products, the unit is expected to derive a solid recurring revenue stream and is projected to potentially ramp to the high seven digits in revenue within its first few years.

Mariano Costamagna, Fuel Systems Solutions' CEO, said, "Our decision to invest in a new brake division is driven by this product line's leveraging of our already strong branded presence and market share in the aftermarket, the relative ease with which we can capitalize on our distribution network, and the prospect to offer our sales partners a high-tech yet cost-effective spare part at an anticipated gross margin that benefits both them and ourselves. We expect to provide a range of products addressing the technical specifications of approximately 70% of the aftermarket in our target geographies. We will continue to develop additional long-term, adjacent market opportunities for Fuel Systems."

Forward-looking Statements

This press release contains certain forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These statements are not historical facts, but instead involve known and unknown risks, uncertainties and other factors that may cause our or our company's actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward looking statements. Statements in this press release that are not historical facts are hereby identified as "forward-looking statements" for the purpose of the safe harbor provided by Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Words such as: "may," "will," "would," "should," "could," "expect," "anticipate," "intend," "plan," "anticipate," "believe," "estimate," "predict," "potential," "continue," "seeks," "on-going" or the negative of these terms or other comparable terminology often identify forward-looking statements, although not all forward-looking statements contain these words. You should consider statements that contain these words carefully because they describe our expectations, plans, strategies and goals and beliefs concerning future business conditions, our results of operations, financial position and our business outlook, or state other "forward-looking" information based on currently available information. There are a number of important factors that could cause actual results to differ materially from the results anticipated by these forward-looking statements. These risks and uncertainties and certain other factors which may impact our continuing business financial condition or results of operations, or which may cause actual results to differ from such forward-looking statements, include, but are not limited to, the unpredictable nature of the developing alternative fuel U.S. automotive market, customer dissatisfaction with our products or services, the inability to deliver our products on schedule, a further slowing of economic activity, our ability to maintain customer program relationships, potential changes in tax policies and government incentives and their effect on the economic benefits of our products to consumers, the continued weakness in financial and credit markets, the growth of non-gaseous alternative fuel products and other new technologies, the price differential between alternative gaseous fuels and gasoline, and the repeal or implementation of government regulations relating to reducing vehicle emissions, economic uncertainties caused by political instability in certain of the markets we do business in, our ability to realign costs with current market conditions, as well as the risks and uncertainties included in our Annual Report on Form 10-K for the year ended December 31, 2013 and our other periodic reports filed with the SEC. These forward-looking statements are not guarantees of future performance. We cannot assure you that the forward-looking statements in this press release will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not place undue reliance on these forward looking statements. The forward-looking statements made in this press release relate to events and state our beliefs, intent and our view of future events only as of the date of this press release. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.

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.

Company Contact:

Pietro Bersani, Chief Financial Officer, Fuel Systems Solutions, Inc.

(646) 502-7170

Investor Relations Contacts:

LHA

Carolyn M. Capaccio

ccapaccio@lhai.com

Cathy Mattison

cmattison@lhai.com (415) 433-3777

http://media.globenewswire.com/cache/10565/small/7377.jpg

http://www.globenewswire.com/newsroom/ti?nf=MTMjMTAwODUxMzEjMTA1NjU=

Hopefully that is a bottom!

today's candle is gonna 'doji' it all up in here

NICE INTRADAY REBOUND

Annoyed with this one!

well I guess I pulled that trigger too early getting in today...should have seen the $9.34 bottom bollinger...oh well

May-July is usually good for FSYS, I think it's time for some positive news...

Don't see that much liquidity to play that game...but good luck as well

Excellent Entry IMO GL!

I'm going to trying to add a few more calls here myself!