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, announced today that Sierra Wireless
France’s all-cash tender offers for Wavecom securities in France and the
United States were successful.
The preliminary results of the tender offers were published today by the
French stock market authority, the AMF (Autorité des marchés
financiers). As of the expiration date of February 12, 2009, 13,353,912
ordinary shares were tendered to the offers (including ordinary shares
represented by American Depositary Shares, the "ADSs”), which represent
84.34% of outstanding Wavecom shares. In addition, 2,571,022 OCEANE
convertible bonds (the "OCEANEs”) were tendered to the offers, which
represent 99.97% of the outstanding OCEANEs. The tendered securities
represent 90.59% of the voting rights of Wavecom, and therefore, the
minimum tender condition of the offers has been satisfied.
"We are very pleased with the results of the tender offers and we are
excited about Sierra Wireless and Wavecom joining forces. Together, the
two companies are uniquely positioned to become a global leader in
wireless for mobile computing and M2M, with one of the most
comprehensive product portfolios in the industry, significant presence
in all regions globally, and world-leading customers,” said Jason
Cohenour, President and CEO of Sierra Wireless. "Based on the
complementary nature of the businesses, we expect a fast integration
with very little impact on operations. During the integration and
beyond, we will be focused on delivering market leading support to our
customers and working aggressively to expand market share by leveraging
our combined product lines and channels.”
Sierra Wireless and Wavecom expect that the AMF will announce the final
results of the tender offers on or before February 25, 2009. The
settlement of the French tender offer and cash payment to financial
intermediaries for the tendered ordinary shares and OCEANEs is scheduled
to occur on or around March 3, 2009.
Upon confirmation of these preliminary results, the tender offers will
be reopened within 10 trading days for a subsequent offering period of
at least 10 trading days in France and the United States. Sierra
Wireless expects to publish a timetable for the subsequent offering
period for both tender offers on, or shortly after, publication of the
final results of the tender offers by the AMF.
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 the
Wavecom shares and OCEANEs from Euronext and of the ADSs from NASDAQ.
Further Information:
The tender offers described here are being made for the ordinary shares,
the ADSs and the 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).
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.
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.