Sierra Wireless, Inc. Completes Acquisition of Numerex Corp.
December 07 2017 - 9:31AM
Business Wire
Sierra Wireless, Inc. (“Sierra Wireless”) (NASDAQ: SWIR) (TSX:
SW), the leading provider of fully integrated device-to-cloud
solutions for the Internet of Things (IoT), today completed the
previously announced acquisition of Numerex Corp. (“Numerex”)
(NASDAQ: NMRX) (the “Merger”).
“The acquisition of Numerex accelerates our IoT device-to-cloud
strategy by adding an established customer base, proven solutions
and recurring revenue scale,” said Jason Cohenour, President and
CEO of Sierra Wireless. “We are pleased that Numerex stockholders
voted in favor of the transaction on Dec. 6, and believe that the
combination of the two companies creates a clear global leader in
IoT services and solutions.”
In accordance with the terms of the Agreement and Plan Merger,
dated as of Aug. 2, 2017, by and among Numerex, Sierra Wireless and
Wireless Acquisition Sub, Inc., a wholly-owned subsidiary of Sierra
Wireless, Sierra Wireless issued 3,588,784 common shares as merger
consideration in exchange for all of the outstanding shares of
Numerex common stock and certain outstanding Numerex equity awards
and warrants. Additionally, approximately U.S. $24 million in the
aggregate was paid at closing to retire outstanding Numerex debt
and to repurchase an outstanding Numerex warrant. Including the new
shares issued, Sierra Wireless’ number of common shares outstanding
has increased to approximately 35,808,436 shares.
In connection with the completion of the Merger, Numerex has
become a wholly-owned subsidiary of Sierra Wireless and Numerex
common stock will be delisted from the Nasdaq and will be
deregistered under the U.S. Securities Exchange Act of 1934, as
amended. Common shares of Sierra Wireless will continue to trade on
both the Nasdaq and the TSX under the symbols “SWIR” and “SW”,
respectively.
Advisors
Blake, Cassels & Graydon LLP, Skadden, Arps, Slate, Meagher
& Flom LLP and Jones Day acted as Sierra Wireless’ legal
advisors, and Arnold & Porter Kaye Scholer LLP acted as
Numerex’s legal advisor. RBC Capital Markets acted as financial
advisor to Sierra Wireless and Deutsche Bank Securities Inc. acted
as financial advisor to Numerex.
About Sierra Wireless
Sierra Wireless (NASDAQ: SWIR) (TSX: SW) is building the
Internet of Things with intelligent wireless solutions that empower
organizations to innovate in the connected world. Customers start
with Sierra because we offer the industry’s most comprehensive
portfolio of 2G, 3G and 4G embedded modules and gateways,
seamlessly integrated with our secure cloud and connectivity
services. OEMs and enterprises worldwide trust our innovative
solutions to get their connected products and services to market
faster. Sierra Wireless has more than 1,100 employees globally and
operates R&D centers in North America, Europe and Asia. For
more information, visit www.sierrawireless.com.
About Numerex Corp.
Numerex Corp. (NASDAQ: NMRX) is a leading provider of enterprise
solutions enabling the Internet of Things (“IoT”). Numerex’s
solutions produce new revenue streams or create operating
efficiencies for its customers. Numerex provides its technology and
services through its integrated platforms, which are generally sold
on a subscription basis. Numerex offers a portfolio of managed
end-to-end IoT solutions including smart devices, network
connectivity and service applications capable of addressing the
needs of a wide spectrum of vertical markets and industrial
customers. Numerex’s mission is to empower enterprise operations
with world-class, managed IoT solutions that are simple,
innovative, scalable, and secure. For additional information,
please visit www.numerex.com.
Cautionary Note Regarding Forward-Looking Statements
Certain statements and information in this press release
constitute forward-looking statements or forward-looking
information within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995 and Canadian securities laws
(“forward-looking statements”) with respect to the proposed
transaction, including statements with respect to the delisting and
deregistration of the shares of Numerex common stock and the
continued listing of Sierra Wireless common shares on the Nasdaq
and the TSX. Although Sierra Wireless believes these statements are
based on information and assumptions which are current, reasonable
and complete, these statements are necessarily subject to a variety
of risks and uncertainties, including stock exchange and securities
regulatory matters. A further discussion of the risks and
uncertainties facing Sierra Wireless are discussed in its Annual
Information Form and Management’s Discussion and Analysis of
Financial Condition and Results of Operations, which may be found
on SEDAR at www.sedar.com and on EDGAR at www.sec.gov and in Sierra
Wireless’ other regulatory filings with the Securities and Exchange
Commission in the United States and the Provincial Securities
Commissions in Canada. While Sierra Wireless makes these
forward-looking statements in good faith, should one or more of
these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary significantly
from those expected, depending on the outcome of certain factors,
including the possibility that the anticipated synergies and other
benefits of the proposed acquisition will not be realized or will
be not be realized within the expected timeframe. Except as may be
required by applicable securities laws, Sierra Wireless assumes no
obligation to publicly update or revise any forward-looking
statements made herein or otherwise, whether as a result of new
information, future events or otherwise.
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version on businesswire.com: http://www.businesswire.com/news/home/20171207005775/en/
Sierra WirelessInvestors:David Climie, +1 (604)
231 1137VP Investor Relations and Corporate
Developmentdclimie@sierrawireless.comorMedia:Kim Homeniuk,
+1 (604) 233 8028Sr. Manager, Public
Relationskhomeniuk@sierrawireless.com
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