Perseus, L.L.C.

June 12, 2006 20:46 ET

Perseus, L.L.C. Acquires Securities of Westport Innovations Inc.

WASHINGTON, DISTRICT OF COLUMBIA--(CCNMatthews - June 12, 2006) - To comply with Canadian statutory reporting requirements, Perseus, L.L.C. ("Perseus") wishes to announce that on June 12, 2006, it entered into a Securities Purchase Agreement pursuant to which it (either directly or through one or more affiliated entities) has agreed to purchase subordinated convertible promissory notes (the "Notes") of Westport Innovations Inc. ("Westport") in the aggregate principal amount CDN$22,092,000 and warrants (the "Warrants") that would entitle the holder to purchase 20,673,317 common shares of Westport. The Notes and Warrants will be issued in two tranches. The first tranche of Notes, which will occur in two separate closings and in an aggregate principal amount of CDN$13,807,500, are convertible into common shares at CDN$1.30 per share. The first tranche of Warrants, which entitle the holder to purchase 2,655,288 common shares, are exercisable at CDN$1.30 a share. The second tranche of Notes, having a principal amount of CDN$8,284,500, is convertible into common shares at a price equal to CDN$1.40 per share. The second tranche of Warrants, which will entitle the holder to purchase 1,479,375 common shares, are exercisable at the same price as the conversion price of the second tranche of Notes. The issuance of the second tranche of Notes is subject to approval by Westport's shareholders and on Westport meeting certain business milestones. In addition, the Notes provide that interest on the Notes (which is payable at the rate of 8% per annum, subject to adjustment in certain circumstances) may, at the option of Westport, be paid in the form of cash, additional subordinated convertible notes or common shares, and for purposes of the first tranche of Notes, must be paid in either common shares or additional subordinated notes for the first two years. Westport has also granted to Perseus a right of first refusal to participate in future financings up to an aggregate amount of US$10 million.

Without taking into account any interest paid in the form of notes or common shares, the Notes and Warrants would be convertible and exercisable, respectively, into an aggregate of 20,673,317 common shares, or approximately 21.7% of Westport's common shares, after giving effect to such conversion and exercise. Prior to the transaction, Perseus did not own any securities issued by Westport.

Perseus acquired the securities for investment purposes and may increase or decrease its shareholdings as circumstances may arise.

Contact Information

  • Perseus, L.L.C.
    Ken Socha
    (202) 452-0101