Wavecom to Acquire Sony Ericsson’s M2M Business
Acquisition significantly expands Wavecom’s global footprint -- Combined R&D team to be the largest for wireless M2M technology
Issy-les-Moulineaux, France and London, UK – March 20, 2006 – Wavecom SA (NASDAQ: WVCM; Euronext Eurolist compartment B: AVM; ISIN: FR0000073066), a leader in embedded wireless communications platforms for automotive, industrial (machine-to-machine) and mobile professional applications and Sony Ericsson Mobile Communications AB, (a 50/50 joint venture between Sony Corporation and Telefonaktiebolaget LM Ericsson), announced today the signing of an agreement wherein Wavecom acquires certain assets of Sony Ericsson’s M2M Communications Business Unit in a cash transaction that will be valued up to a maximum of €32.5 million. The transaction is subject to customary closing conditions and is expected to close near the end of March 2006.
Commenting on the transaction, Ron Black, Wavecom CEO, said “this event marks the first consolidation of two major players in the wireless M2M space. It will strengthen the industry and should accelerate the adoption of industry standards which are needed to stimulate overall market growth.”
Wavecom and Sony Ericsson have signed an agreement in which Sony Ericsson would sell its M2M Communications Business Unit, which specializes in automotive and industrial wireless solutions, to Wavecom. The business unit includes the new GX64 GSM/GPRS product family, the GX47/48 GSM/GPRS product family, the CM42/52 CDMA/1xRTT product family, as well as the company’s global assets and activities in M2M research & development, marketing, and sales. The transaction does not include, however, any assets or activities related to Sony Ericsson’s mobile phones, accessories, or PC card business, which will remain a part of Sony Ericsson.
The combination of these two businesses offers numerous synergies and benefits, specifically in scale and geographic presence. Sony Ericsson will bring to Wavecom a solid customer base from the North American automotive and fleet management market that should further reinforce Wavecom’s already diverse automotive customer base in Europe.
Black added, “we are clearly thrilled about the joining of these complementary businesses. The deal will greatly expand our global presence, especially in North America, and create a development powerhouse. Going forward we will be integrating Sony Ericsson’s M2Mpower software suite into our Open AT® software suite, which we believe is already becoming the standard for automotive and industrial wireless solutions. Additionally, we will benefit from the expanded product portfolio and Sony Ericsson’s unique hardware customization capability.”
Sony Ericsson’s M2M Communication Business Unit is headquartered in Research Triangle Park, North Carolina, USA, and also has offices in Europe and Asia. It is expected that over 90 employees will join Wavecom with the acquisition. Anders Franzén, Sony Ericsson’s Corporate Vice President and Head of the M2M Communications Business Unit, will join Wavecom as VP and Chief Operations Officer, responsible for research and development, manufacturing, supply chain, program management, and quality. Franzén commented, “I am extremely excited to be part of this industry-defining event. The combination of these two organizations represents a coming of age of the M2M space. It brings together Wavecom’s software expertise and Sony Ericsson’s hardware platform and market presence. Our existing and new customers will have the opportunity to fully capitalize on the unique advantages offered by the combined business.”
Robin Duke-Woolley, industry analyst from Harbor Research Inc. agreed with Black and Franzén, noting “this acquisition is a particularly significant event for the rapidly-developing M2M sector as it brings together two energetic market developers into one larger, specialist unit. We recognize Wavecom as a key innovator in this space and this bold move will considerably strengthen its credentials on every level. By initiating this degree of consolidation, we believe Wavecom will gain a distinct competitive advantage in its delivery of added-value software and hardware solutions in key M2M segments, including automotive, fleet management, automatic meter management, alarm systems, point of sale and wireless local loop phones.”
The Sony Ericsson M2M Communications Business Unit grew substantially during the period from 2003 to 2005 and in 2005 it generated revenues of approximately €65 million and gross margins of approximately 20% but operated at a loss. This acquisition is expected to put pressure on Wavecom’s short-term profitability while in the long-term should enhance shareholder value. As the management team is still refining the organization, expectations on the expense structure and potential restructuring costs are not available at this time.
Jefferies Broadview acted as exclusive financial adviser to Wavecom in this transaction.
A conference call with management from Wavecom, reserved for members of the financial community, will be take place on Wednesday, March 22, 2006 at 3:00 p.m. Paris time (dial in numbers are available on the Wavecom corporate website: www.wavecom.com). Please visit the Wavecom corporate website: www.wavecom.com investors section to listen to the conference call commentary webcast (in English).
Wavecom will announce its first quarter 2006 results on April 27, 2006 at 7:00 a.m. Paris time to be followed in the afternoon by a conference call, at 3:00 p.m. Paris time.
About Sony Ericsson
Sony Ericsson Mobile Communications serves the global communications market with innovative and feature-rich mobile phones, accessories, PC-cards and M2M solutions. Established as a joint venture by Sony and Ericsson in 2001, with global corporate functions located in London, the company employs approximately 5,000 people worldwide, including R&D sites in Europe, Japan, China and America. Sony Ericsson is the global title sponsor of the Women’s Tennis Association, and works with the Association to promote the Sony Ericsson WTA Tour in over 80 cities during the year. For more information on Sony Ericsson, please visit
Wavecom is a worldwide leader in embedded industrial wireless communication platforms for automotive, machine-to-machine and mobile professional applications. Wavecom’s solutions include the Open AT® software platform encompassing the Wavecom operating system, a wide range of plug-ins, the Open AT® integrated development environment (IDE) along with a market-leading range of wireless Central Processing Units (CPUs), and a broad portfolio of services. These complete embedded industrial communication platforms enable makers of all types of machines to develop of a new breed of intelligent wireless applications, without the need of external processors.
Founded in 1993 and headquartered in Paris, Wavecom has subsidiaries in Hong Kong (PRC), San Diego (USA), and Darmstadt (Germany). Wavecom is publicly traded on Euronext Paris (Eurolist) in France and on the NASDAQ (WVCM) exchange in the U.S.
This press release contains forward-looking statements that relate to the company’s future business performance, operating expenses and financial results and objectives. Such forward-looking statements are based on the current expectations and assumptions of the company’s management only and involve risk and uncertainties. Potential risks and uncertainties include, without limitation, whether the company will be commercially successful in implementing its strategic reorientation, whether there will be continued growth in the vertical markets and demand for the company’s products, an unanticipated decrease in orders from one of the company’s principal customers or customer cancellation or scale-down of a major project, the company’s reliance on a single contract manufacturer in China for all production requirements, dependence on third parties, changes in foreign currency exchange rates, new products or technological developments introduced by competitors, customer and supplier concerns regarding the company’s overall financial position, and risks associated with managing growth. Unfavorable developments in connection with these and other risks and uncertainties described in the Company’s reports on file with the Securities and Exchange Commission could cause the company to not achieve the anticipated or targeted performance or results. As a consequence, the Company’s actual performance and results may be materially different from those expressed by the forward-looking statements above.
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