Westport announces lock-up agreements in support of the light-duty divestment transaction

Westport Fuel Systems Inc. (“Westport" or the "Company"), has entered into lock-up agreements with certain of its shareholders, executives and board members representing an aggregate of approximately 2.0 million shares, or 11.4% of the currently issued and outstanding shares, to vote in favor of the special resolution approving the sale of Westport Fuel Systems Italia S.r.l. (the “Lock-Up Agreements”).

"These Lock-Up Agreements are a significant vote of confidence in Westport’s strategic direction and growth potential. I am thankful to our key shareholders and our Board, for their continued support as we execute our plans to reduce the complexity of Westport’s business and move forward focusing on providing affordable solutions for hard to decarbonize segments of the heavy-duty truck and industrial application, supported by a strengthened balance sheet," said Dan Sceli, Chief Executive Officer, Westport Fuel Systems."

Recap of the Transaction

On March 31, 2025 Westport announced it had entered into a binding agreement (the “Agreement”) to sell its interest in Westport Fuel Systems Italia S.r.l., which includes the Light-Duty segment, including the light-duty OEM, delayed OEM, and independent aftermarket businesses, to a wholly-owned investment vehicle of Heliaca Investments Coöperatief U.A. (“Heliaca Investments”), a Netherlands based investment firm supported by Ramphastos Investments Management B.V. a prominent Dutch venture capital and private equity firm (the “Transaction”).

The Transaction provides for a base purchase price of $73.1 million (€67.7 million), subject to certain adjustments, and potential earnouts of up to an estimated $6.5 million (€6.0 million) if certain conditions are achieved, in accordance with the terms of the Agreement.

Under the terms of the Agreement, Heliaca Investments through its subsidiary will acquire Westport’s Light-Duty segment, including its related assets and customer contracts. The Transaction is subject to shareholder approval and other customary closing conditions and is expected to close in late Q2 of 2025.

The proceeds from the proposed Transaction are expected to enable Westport to significantly improve its financial stability, while also supporting key growth initiatives focused on providing solutions for hard-to-decarbonize mobility and industrial applications. Following closing, Westport intends to align its cost structure to be more reflective of a smaller, more efficient organization, while also seeking further opportunities for efficiency gains.