Sierra Wireless Announces Opening of Cash Tender Offers to Acquire Wavecom in Friendly Deal
Vancouver, Canada and Issy-les-Moulineaux, France – Sierra Wireless (NASDAQ: SWIR - TSX: SW), a leading provider for wireless modems for mobile computing, and Wavecom (Paris: AVM – NASDAQ: WVCM), a leading provider of embedded wireless technology for M2M (machine-to-machine) communication, announced the commencement of cash tender offers in France and the United States, by Sierra Wireless France SAS, a wholly owned subsidiary of Sierra Wireless, for all outstanding shares (including shares represented by American Depository Shares (“ADSs”) and OCEANE convertible bonds) of Wavecom.
The offer price for the ordinary shares is €8.50 per share and the offer price for the ADSs is the U.S. dollar equivalent of €8.50, based on the Euro/U.S. dollar exchange rate as of the settlement date for ADSs. The offer price for the OCEANE convertible bonds is €31.93 per bond plus unpaid accrued interest up to and including the date of settlement. The French offer will close on February 12, 2009 at 5:30 pm (CET), and the U.S. offer will expire at 12 noon, EST on February 12, 2009.
The proposed acquisition, initially announced on December 2, 2008, received early termination of the waiting period under the U.S. Hart-Scott-Rodino Antitrust Improvement Act requirements and has received clearance from the Autorité des marchés financiers (“AMF”). The offers are subject to the condition that, following the expiration of the offers, Sierra Wireless will have acquired the right to hold shares (including ADSs) representing at least 50 percent plus one of all voting rights of Wavecom securities.
The board of directors of Wavecom has unanimously approved the offers and, as previously announced, Sierra Wireless has received commitments from the founders of Wavecom to tender all of their shares to the offer, representing approximately 21 percent of the outstanding shares, in support of the transaction. In addition, a fairness opinion delivered by an independent expert, Ricol Lasteyrie & Associés, concluded that, subject to the qualifications and assumptions set forth therein, the offers for the shares and the OCEANEs are both fair from a financial standpoint. The report of the independent expert is available in Wavecom’s response document.
If the transaction is completed, Sierra Wireless and Wavecom will combine to form a market leader in wireless data, and the combined company is expected to have a number of significant competitive advantages in the marketplace:
* The industry’s most comprehensive wireless data product portfolio, including PC adapters, 2G, 3G and multi-mode embedded modules;
* Long-term relationships with mobile network operators and market-leading OEM (original equipment manufacturer) customers in key markets around the world; and
* Clear leadership in advanced wireless data technology and innovation, with unparalleled research and development capabilities.
Together, Sierra Wireless and Wavecom will be uniquely positioned to benefit from the anticipated growth in wireless data for the mobile computing and M2M markets – which are expected to grow to over 200 million units by 2012.
Copies of the prospectus approved by the AMF under visa n°09-002 dated January 6, 2009, as well as a document containing other information relating to Sierra Wireless France SAS, in particular legal, financial and accounting information about Sierra Wireless France SAS, are available on the website of Sierra Wireless, Inc. (www.sierrawireless.com) and the website of the AMF (www.amf-france.org) and free of charge upon request to Lazard Frères Banque, 121 boulevard Haussmann, 75008 Paris.
Copies of the response document approved by the AMF under visa n°09-003 dated January 6, 2009, as well as a document containing other information relating to Wavecom, in particular legal, financial and accounting information about Wavecom are available on the website of the Autorité des marchés financiers (www.amf-france.org) and the website of Wavecom (www.wavecom.com) and free of charge upon request to Wavecom, 3, esplanade du Foncet, 92442 Issy les Moulineaux and Merrill Lynch Capital Markets (France) SAS, 112, avenue Kléber, 75761 Paris.
Global Leader in wireless modems 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.
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.
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