My concern over the Cartesian investment agreement is not only on the debt incurred but the rights gained by Cartesian that alter the future of Westport. Specifically, the $71 million investment gives Cartesian:
- a direct position in the financial success of HPDI, arguably the biggest piece of Westport's future growth;
- convertible notes that could eventually dilute stockholders;
- ownership of certain Westport assets to be completed by May 30, 2016;
- a stake in future joint ventures to develop products;
- a position on the board;
- specific rights over Westport's business including, consent rights with respect to material acquisitions or material dispositions of any of its subsidiaries. How these rights were altered is not adequately addressed in the announcement of the amended merger agreement.
In light of these alarming events and my concern about the future of FSS following a combination with Westport, I intend to vote AGAINST the proposal to adopt the merger agreement and approve the merger at the special meeting.Thank you. Sincerely, /s/ Pier Antonio Costamagna Pier Antonio Costamagna