Westport Fuel Systems has entered into a binding 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., a Netherlands-based investment firm supported by Ramphastos Investments Management B.V., a prominent Dutch venture capital and private equity firm.

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.

Moving forward, Westport intends to concentrate fully on providing affordable solutions for hard-to-decarbonize mobility and industrial applications, centered around the unique opportunities created by the HPDI technology and its Cespira joint venture. The Transaction also strengthens Westport’s balance sheet and enables Westport to consider strategic acquisition opportunities consistent with the above strategic focus and extend its runway to fund near-term growth.

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 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.

The company says that the proposed divestiture is a pivotal step in refocusing Westport on its competitive strengths. Westport remains committed to providing affordable, alternative fuel solutions for the heavy-duty truck, off-road, and industrial markets. Westport believes that hydrogen will play a role in decarbonizing mobility applications long-term.

However, Westport’s products are timeline-agnostic, allowing the Company to leverage its High-Pressure Controls and Systems segment and its stake in Cespira, which both have solutions available now, to address decarbonization with net zero and low carbon fuels while also providing affordable solutions utilizing zero carbon hydrogen in the future. Westport’s remaining assets, when combined, create the potential for fuel agnostic high-pressure storage solutions, complementing HPDI and Cespira’s growth aspirations.