Westport Fuel Systems Inc (WPRT)

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Westport Fuel Systems Announces Launch of Underwritten Marketed Public Offering of Common Shares in the United States and Canada.

source
https://investors.wfsinc.com/news/news-details/2021/Westport-Fuel-Systems-Announces-Launch-of-Underwritten-Marketed-Public-Offering-of-Common-Shares-in-the-United-States-and-Canada-/default.aspx

June, 01, 2021

- 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.

Westport Fuel Systems Inc. (TSX | Nasdaq: WPRT) today announced the launch of a proposed underwritten marketed public offering of common shares in the United States and Canada for gross proceeds to the Company of approximately US $100 million.

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), and including Oppenheimer & Co. as senior co-manager and Craig-Hallum as co-manager. 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 and reflected in a final prospectus supplement which will be filed with the securities regulatory authorities in each of the provinces of Canada, except Québec.

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 dated June 1, 2021 to its final short form base shelf prospectus dated March 16, 2021 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 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
https://www.sedar.com/
and a copy of the Preliminary Supplement, the Prospectus Supplement and the Registration Statement will be available at:
https://sec.report/Ticker/wprt
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: [phone] or by contacting RBC Dominion Securities Inc., 180 Wellington Street West, 8th Floor, Toronto, ON M5J 0C2, Attn: Distribution Centre, or via telephone: [phone], or via email at [e-mail].

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.

Investor Inquiries:
Christine Marks
Investor Relations
T: [phone]
E: [e-mail]