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published: June 17, 2008
VANCOUVER, BC – Westport Innovations Inc. (TSX:WPT), a global leader in alternative fuel, low-emissions transportation technologies, announced that it has filed its 2008 management information circular and related proxy materials with the Canadian regulatory authorities in preparation for the special shareholder meeting to be held on July 8, 2008 in Richmond, BC (the “Meeting”). In addition to routine items, Westport is seeking shareholder approval for expansion of the Board to ten directors with the appointment of three new candidates; authorization for the Board to effect consolidation of Westport shares in the event that Westport pursues a listing on an international stock exchange; and an amendment to Westport’s equity compensation plans to bring them in line with recent TSX policy changes regarding blackout periods.
“Westport is becoming a global company with international investors, partners and customers,” said David Demers, CEO of Westport. “Our slate of new director nominees is reflective of the international culture Westport exhibits through its global operations and presence. The proposal to realign our capital structure to better match international investor metrics will also help us improve visibility and liquidity as equity markets become increasingly global.”
Management’s recommended Directors for the next year include the existing seven Directors (John A. Beaulieu, Dr. Warren J. Baker, Henry F. Bauermeister, David R. Demers, Dr. J. Michael Gallagher, Dr. Dezso J. Horvath, and Andrew Littlefair) plus three new nominees:
M.A. (Jill) Bodkin of Vancouver, British Columbia, has been the Chair and Chief Executive Officer of Golden Heron Enterprises since 1996. In 2007, Ms. Bodkin was also appointed Director for Canadian Development for KCTS 9 Television, the Seattle, Washington based Pacific Northwest PBS station. From 1987 to 1996, Ms. Bodkin was with Ernst & Young as a Corporate Finance Partner, advising on financing technology companies and capital projects in North America and Asia. After her early career in trade and finance in Ottawa, in 1981 Ms. Bodkin became British Columbia’s first woman Deputy Minister, responsible for financial institutions, and later, Founding Chair of the British Columbia Securities Commission.
Dr. Sarah Sau-tung Liao, of Hong Kong, People’s Republic of China, was the former Secretary for the Environment, Transport and Works of the Hong Kong Special Administrative Region and was a member of the Executive Council of Hong Kong from 2002 to 2007. In 1988, Dr. Liao founded an environmental consulting company, which was later acquired by CH2MHILL, and since 2001 has served as an environmental expert/presenter for the Beijing 2008 Olympic Games Bid Committee. Dr. Liao is a Fellow of the Royal Society of Chemistry and the Hong Kong Institution of Engineers.
Dr. Albert Maringer, of Canmore, Alberta is the founder of Maringer Consulting Alberta Ltd., and has been its President and Chief Executive Officer since June of 2007. Prior to 2007, Dr. Maringer held the position of President and Chief Executive Officer of Siemens Canada Limited from 2000 to 2006. Dr. Maringer’s career with Siemens AG spans a 46 year period during which, prior to 2000, Dr. Maringer held various positions with Siemens including: President, ATD TD Division; General Manager of North America Motor Operations; plus various management and engineering leadership roles including strategy development, R&D, manufacturing and project management. Dr. Maringer has served as a member of the board of directors for The Conference Board of Canada in Ottawa and is currently the Co-Chair for the Centre for Foreign Owned Enterprises at the Conference Board of Canada. He has also served as a member of the board of directors of the Canadian Nuclear Association.
The Board of Directors has determined that it may be in Westport’s best interests for the Board of Directors to have the authority to implement a consolidation of Westport's issued and outstanding common shares. Westport regularly reviews whether seeking a listing on additional stock exchanges may be a benefit and is currently exploring all options in this regard. The company has reviewed a variety of alternatives, such as the NASDAQ, LSE, AMEX, NYSE, AIM and certain exchanges located in Asia. A listing of securities on one or more of these exchanges has enabled some TSX-listed companies to expand their investor base, increase the liquidity of their equity securities and reduce their cost of capital. Westport's current per share value may not be the optimum for certain other markets and where this is the case, if Westport were to decide to pursue an additional listing on such exchanges, it would first be appropriate or required to complete a consolidation.
No such decision has been made, although Westport will not proceed with a consolidation unless it is able to complete a listing on another stock exchange in connection with the consolidation. Shareholder approval of a consolidation would merely give the Board of Directors the ability to proceed with an inter-listing on those exchanges where the consolidation would be required to satisfy minimum listing requirements or would otherwise be beneficial to Westport.
The Board of Directors recommends that shareholders approve the proposed consolidation on the basis of one new common share for each such number of common shares issued and outstanding as the Board of Directors may determine advisable, with such consolidation to be on a basis of one new common share for not less than two and not more than five common shares issued and outstanding immediately prior to such consolidation. The consolidation would occur within one year of the date of the Meeting, unless the Board of Directors determines not to proceed with an inter-listing or the Board of Directors believes that the anticipated higher share price resulting from the consolidation would not assist in generating investor interest.
The Board has unanimously recommended two technical amendments to the Westport equity plans to bring their operation in line with policy outlined in a TSX Staff Notice published June 6, 2006. This would automatically extend the life of granted options or units if they expire during a “blackout period” prohibiting the company or employee from exercising the options or units. Second, the plans would be amended to allow for grants to organizations where an individual eligible for such a grant might be prohibited from accepting any personal benefits by the terms of their employment contract.
For complete details of the business to be discussed at the meeting please see the circular and related proxy materials available at www.westport.com, as well as on SEDAR at www.sedar.com.
Westport, a division of Westport Fuel Systems Inc., engineers the world’s most advanced natural gas engines and vehicles. We work with original equipment manufacturers worldwide from design through to production, creating products to meet the growing demand for vehicle technology that will reduce both emissions and fuel costs. To learn more about our business, visit www.westport.com, subscribe to our RSS feed, or follow us on Twitter @WestportDotCom.
This document contains forward-looking statements, including statements regarding the demand for our products, the future success of our business and technology strategies, investment, cash and capital requirements, intentions of partners and potential customers, the performance and competitiveness of our products and expansion of product coverage, future market opportunities, speed of adoption of natural gas for transportation, growth in demand as a result of new emission standards and terms of future agreements. These statements are neither promises nor guarantees, but involve known and unknown risks and uncertainties and are based on assumptions that may cause our 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 and assumptions include risks and assumptions related to our revenue growth, operating results, industry and products, the general economy, conditions of and access to the capital and debt markets, governmental policies and regulation, technology innovations, fluctuations in foreign exchange rates, global government stimulus packages, the acceptance of natural gas vehicles in fleet markets, the relaxation or waiver of fuel emission standards, the inability of fleets to access capital or government funding to purchase natural gas vehicles, the sufficiency of bio methane for use in our vehicles, the development of competing technologies as well as other risk factors and assumptions that may affect our actual results, performance or achievements or financial position discussed in our most recent Annual Information Form and other filings with securities regulators. Readers should not place undue reliance on any such forward-looking statements, which speak only as of the date they were made. We disclaim any obligation to publicly update or revise such statements to reflect any change in our 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 the forward looking statements except as required by National Instrument 51-102.