Dan Sceli
Analyst · Craig-Hallum Capital Group
Thank you, Bill. So this morning, Westport announced that it has entered into an agreement to divest its light duty business, which includes the light-duty OEM business, delayed OEM and independent aftermarket businesses. In addition to significantly strengthening our balance sheet, as Bill mentioned, the proposed transaction simplifies our competitive strategy and streamlines our operations, allowing Westport to focus on HPDI technology in our Cespira joint venture and on our high-pressure controls and systems business, where we see the strongest opportunities for growth. The transaction is valued at $75.1 million or EUR69.5 million, with the potential for an incremental $6.5 million or EUR6 million to be paid in earn-outs if certain conditions are met. We anticipate closing the transaction by the end of Q2 2025, subject to the receipt of shareholder approval and other customary closing conditions. The transaction significantly improves our financial position and moving forward, we are committed to maintaining a stronger balance sheet. The proposed transaction would bring forward more cash today than we anticipated under the light-duty business' five-year cash flow projections and allows us to fund near-term organic growth opportunities for both Cespira and the High Pressure Control & Systems segment. It also enables us to consider bolt-on acquisitions. Finally, post transaction, our organization will be much smaller and more focused. We will intend to align the cost structure with that of a smaller, more efficient organization. The resurgence of natural gas and renewable natural gas globally provides a market opportunity for Westport, particularly in North America, where natural gas infrastructure is abundant and RNG production is growing. In addition, we believe that hydrogen will play a role in hard to decarbonize mobile applications long term. Both Cespira and our High Pressure Control and Systems segment have products and technologies enabling the use of lower carbon fuels today to address decarbonization with net zero and low carbon fuels, while also having an affordable solution when zero-carbon hydrogen becomes more available. With this announcement, our goal is to revert back to our roots and become a more focused organization. Westport has 30 years of experience delivering component solutions and developing HPDI technologies. At its core, Westport is a clean tech innovation company that provides OEMs with simplified solutions to decarbonize challenging segments of the heavy-duty transport and industrial markets, utilizing a variety of alternative fuels through Cespira the HPDI fuel system does the on engine work, while our high-pressure controls and systems segment produced products due to the off-engine work. As our global population continues to grow, transportation of goods remains critically important. The global heavy-duty truck market is expected to reach almost 2 million new trucks on the road in 2025. As this segment grows, providing solutions to enable emission reductions is critical. Despite technological advancements, decarbonizing long-haul heavy-duty transport remains a challenge with substantial reductions in CO2 emissions still to be realized. In fact, in Europe, the technology currently making the largest impact on heavy-duty, long-haul trucking GHG emissions are natural gas and biogas fuel internal combustion engines with HPDI leading the way. While OEMs have explored multiple alternatives, widespread adoption has been limited, while natural gas and biogas fueled internal combustion engines have seen modest adoption. Such adoption nevertheless, eclipses the adoption of any other carbon mitigating solutions. In addition, fleet operators are prioritizing cost effectiveness and total cost of ownership with emissions often taking a secondary role. Therefore, for solutions to gain traction, they must maintain performance and be cost-effective. Hydrogen is recognized as a solution for the long-haul applications long term. Meanwhile, demand continues to grow for low and 0 carbon alternatives in hard-to-decarbonize applications such as heavy-duty trucking. To address these challenges, Westport through Cespira is advancing fuel-agnostic heavy-duty transport related technologies. Growing its natural gas and biogas solutions today while laying the groundwork for hydrogen option in the future. The HPDI fuel system is the most affordable, commercially viable option that does not compromise on performance and that can deliver net zero carbon emissions and heavy-duty transport. As additional hard to decarbonize applications emerge in the transport sector, high pressure systems and controls will be needed regardless of the powertrain and complement the transition from natural gas to renewables to hydrogen. Our high-pressure controls and system business designs, develops and produces and sells components for transportation and industrial applications. Development over the last five years is focused on the hydrogen market but with recent growth in CNG, we intend to leverage our high-pressure expertise and grow the CNG product portfolio, providing effective solutions for decarbonization by utilizing alternative fuels today while advancing zero-emissions hydrogen solutions for the future with preference to those serving heavy-duty off-road and industrial applications. We plan to combine our controls capability direct with our tank valves regulators and pressure relief devices moving us toward a system-based solution. This transition is planned to include the advancement of our product portfolio. In addition, and additional CNG applications, leveraging the capabilities in our high-pressure controls and systems business to shorten the time line to enter the North American market with a product offering that can run on RNG today and hydrogen in the future. As we look to the future, Westport looks to expand its addressable market, playing a larger part of the ecosystem in mobility and industrial space that isn't easily electrified. In closing, first, thank you to everyone who joined the earnings call today. Your continued support is invaluable to us. We are excited about Westport's future, and we want to move through 2025 with purpose. Creating value for our shareholders and cultivating opportunities to grow as a company. We believe that shifting our focus to our HPDI and our high-pressure controls and systems segments, will provide us with the best possible future. We understand that a lot is proposed to be changing and with change comes hard work, but we're keen to embrace. Thank you again for joining us today.