Regulatory News:
Sierra Wireless (NASDAQ: SWIR - TSX: SW), a leading provider of wireless
solutions for mobile computing, and Wavecom (Paris:AVM) (NASDAQ:WVCM), a
leading provider of embedded wireless technology for M2M
(machine-to-machine) communication, confirmed today that the cash
payment to financial intermediaries for the ordinary shares and OCEANEs
tendered into the offer launched in France by Sierra Wireless France, a
wholly owned subsidiary of Sierra Wireless, Inc., occurred on February
27, 2009. These shares and OCEANEs were delivered to Sierra Wireless
France on February 27, 2009. Payment for the securities tendered into
the offer launched in United States by Sierra Wireless France will
follow shortly.
Subsequent Offering Period from March 11 to 31, 2009
Subject to the publication of a calendar of the subsequent offering
period in France by the AMF, a subsequent offering period in France and
in the United States will start on March 11, 2009, and will be open for
a period of 15 trading days. Sierra Wireless France has irrevocably
undertaken to accept all ordinary shares, American Depositary Shares
("ADSs”) and OCEANEs tendered in the subsequent offering period. The
offer price for the ordinary shares is €8.50 per share, and the offer
price for the OCEANEs is €31.93 plus unpaid accrued interest (calculated
pro rata to the number of days from the last interest payment date to
the day of settlement for the OCEANEs) per OCEANE. The offer price for
the ADSs is the US Dollar equivalent of €8.50 per ADS.
Shortly after the closing of the subsequent offering period, provided
applicable legal requirements are satisfied, Sierra Wireless France
intends to implement a squeeze-out of the shares and OCEANEs that have
not been tendered to the offers and to request the delisting of Wavecom
shares and OCEANEs from Euronext and ADSs from NASDAQ.
About Sierra Wireless
Global Leader in Wireless Solutions for Mobile Computing and M2M
Sierra Wireless (NASDAQ: SWIR – TSX: SW) modems and software connect
people and systems to mobile broadband networks around the world. Sierra
Wireless offers a diverse product portfolio addressing enterprise,
consumer, original equipment manufacturer, specialized vertical
industry, and machine-to-machine markets, and provides professional
services to customers requiring expertise in wireless design,
integration, and carrier certification. For more information about
Sierra Wireless, visit www.sierrawireless.com.
About Wavecom
Wavecom – The Wireless M2M Experts
Wavecom is a leading provider of embedded wireless technology for M2M
(machine-to-machine) communication. Wavecom provides a range of
GSM/GPRS, CDMA, EDGE and 3G Wireless CPUs; programmable processors which
also act as wireless modules or wireless modems. These are backed by a
cellular wireless software suite which includes a real-time operating
system (RTOS), a software development environment based on Eclipse™, and
several Plug-Ins (GPS, TCP/IP, security, Bluetooth™, Lua script and
more). Wavecom also offers a wide range of professional and operated
services. Wavecom solutions are used for automotive telematics, smart
metering, fleet management, GSM/GPS/satellite tracking, wireless alarms,
wireless POS (point of sales), WLL (fixed voice), remote monitoring and
many other M2M applications. Founded in 1993 and headquartered in
Issy-les-Moulineaux (France) near Paris, Wavecom has subsidiaries in
Hong Kong (PRC), Research Triangle Park, NC (USA), Farnborough (UK),
Munich (Germany) and Sao Paolo (Brazil). Wavecom is publicly traded on
Euronext Paris (Eurolist) in France and on the Nasdaq (WVCM) exchange in
the U.S.
Further Information
The tender offers described here are being made for the ordinary shares,
the ADSs and OCEANEs of Wavecom. This press release is for informational
purposes only and is not an offer to buy or the solicitation of an offer
to sell any Wavecom securities. The solicitation and the offer to buy
the shares, ADSs and OCEANEs of Wavecom is being made only pursuant to
the offer to purchase and related materials that Sierra Wireless France
filed with the AMF or the U.S. Securities and Exchange Commission (the
"SEC”). Wavecom security holders and other investors should read
carefully the filed documents listed below, and any amendments or
supplements thereto, prior to making any decisions with respect to the
tender offers because these documents contain, or will contain,
important information, including the terms and conditions of the tender
offers.
Copies of the note d’information approved by the AMF under visa no.
09-002 dated January 6, 2009, as well as the "other information
document,” are available on the Sierra Wireless, Inc. website (www.sierrawireless.com)
and the AMF website (www.amf-france.org)
and can be obtained for free from Lazard Frères Banque, 121 boulevard
Haussmann, 75008 Paris.
Copies of the note en réponse approved by the AMF under visa no. 09-003
dated January 6, 2009, as well as the "other information document,” are
available on the Wavecom website (www.wavecom.com)
and the AMF website (www.amf-france.org)
and can be obtained for free from Wavecom, 3, esplanade du Foncet, 92442
Issy-les-Moulineaux and Merrill Lynch Capital Markets (France) SAS, 112,
avenue Kléber, 75761 Paris.
Copies of the Tender Offer Statement on Schedule TO filed by Sierra
Wireless France and the Schedule 14D-9 filed by Wavecom, are available
from the SEC’s website (www.sec.gov).
Such materials filed by Sierra Wireless France and Wavecom are also
available for free on the websites of Sierra Wireless, Inc. (www.sierrawireless.com)
and Wavecom (www.wavecom.com).
Wavecom security holders and other investors can obtain copies of these
tender offer materials and any other documents filed with the AMF from
the AMF’s website (www.amf-france.org.),
and with the SEC, from the SEC’s website (www.sec.gov),
in each case without charge. Such materials filed by Sierra Wireless
France will also be available for free at Sierra Wireless’ website (www.sierrawireless.com).
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this press release that are not based on
historical facts constitute forward-looking statements or
forward-looking information within the meaning of the U.S. Private
Securities Litigation Reform Act of 1995 and applicable Canadian and
French securities laws ("forward-looking statements”). These
forward-looking statements are not promises or guarantees of future
performance but are only predictions that relate to future events,
conditions or circumstances or our future results, performance,
achievements or developments and are subject to substantial known and
unknown risks, assumptions, uncertainties and other factors that could
cause our actual results, performance, achievements or developments in
our business or in our industry to differ materially from those
expressed, anticipated or implied by such forward-looking statements.
Forward-looking statements in this press release include statements
relating to the offers for the ordinary shares, the ADSs, and the
OCEANEs of Wavecom and the results of such offers, the combined
company’s future business prospects and projected position in the
wireless data and M2M markets, the outlook for the combined company’s
future operations, plans and timing for the introduction or enhancement
of its services and products, strategies or developments, future market
conditions and supply conditions. We caution you not to place undue
reliance upon any such forward-looking statements, which speak only as
of the date they are made. These forward-looking statements appear in a
number of different places in this press release and can be identified
by words such as "may,” "estimates,” "projects,” "expects,” "intends,”
"believes,” "plans,” "anticipates,” "continue,” "growing,” "expanding,”
or their negatives or other comparable words. The risk factors and
uncertainties that may affect our actual results, performance,
achievements or developments are many and include, amongst others, our
ability to develop, manufacture, supply and market new products that we
do not produce today that meet the needs of customers and gain
commercial acceptance, our reliance on the deployment of next generation
networks by major wireless operators, the continuous commitment of our
customers, and increased competition. These risk factors and others are
discussed in Sierra Wireless’ and Wavecom's respective filings and
reports, which may be found on SEDAR at www.sedar.com,
on EDGAR at www.sec.gov,
on the AMF's website at www.amf-france.org,
and in each of their other regulatory filings with the AMF in France,
the SEC in the United States and the Provincial Securities Commissions
in Canada. Many of these factors and uncertainties are beyond our
control. Consequently, all forward-looking statements in this press
release are qualified by this cautionary statement and we cannot assure
you that actual results, performance, achievements or developments that
we anticipate will be realized. Forward-looking statements are based on
management's current plans, estimates, projections, beliefs and opinions
and we do not undertake any obligation to update forward-looking
statements should the assumptions related to these plans, estimates,
projections, beliefs and opinions change, except as required by law.