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 all-cash tender offers of Sierra Wireless France, a wholly
owned subsidiary of Sierra Wireless, Inc., for Wavecom securities
in France (the �Offer�) and the United States (the �U.S. Offer�)
(together with the Offer, the �Offers�) were successful.
The final results of the Offers were published today by the
French stock market authority, the AMF (Autorit� des march�s
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 84.32% 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 90.57% of the voting
rights of Wavecom, and therefore, the minimum tender condition of
the Offers has been satisfied.
The settlement of the French tender offer and cash payment to
financial intermediaries for the ordinary shares and OCEANEs
tendered into the French Offer is scheduled for March 3, 2009. Cash
payment for securities tendered into the U.S. Offer is scheduled to
occur shortly thereafter.
Subsequent Offering Period from March 11 to 31, 2009
Sierra Wireless announces, subject to the publication of a
calendar of the subsequent offering period in France by the AMF, a
subsequent offering period in France and the United States starting
on March 11, 2009, and which 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.
Early Redemption of OCEANEs at the Option of OCEANE Holders
Following a Change in Control
In accordance with the terms of the OCEANEs as described in
Section 4.9.4.2 of the note d�op�ration, the OCEANE offering
prospectus, which received AMF visa n�07-242 on July 5, 2007,
Wavecom is hereby announcing the change of control of Wavecom
following the success of the Offers initiated by Sierra Wireless
France for all Wavecom ordinary shares, ADSs and OCEANEs.
Accordingly, non-U.S holders of Wavecom OCEANEs may request early
redemption of their OCEANE during one of the two periods described
below.
The first early redemption period will be open from March 4,
2009 to March 9, 2009 at a price of �31.30 plus �0.10505
corresponding to the unpaid accrued interest from the last interest
payment date preceding the early redemption date until the
effective date of the redemption, i.e. �31.40505 per OCEANE. The
early redemption will take place on March 12, 2009.
A second early redemption period is scheduled to be open from
April 15 to April 30, 2009 at a price of �31.30 plus unpaid accrued
interest from the last interest payment date preceding the early
redemption date until the effective date of the redemption. The
early redemption is scheduled to take place on May 6, 2009. The
final calendar of the second early redemption period, as well as
the redemption price will be confirmed later.
U.S. holders (within the meaning of Rule 14d-1(d) under the
United States Securities Exchange Act of 1934) may not participate
in the two early redemption periods, but all holders, including
U.S. holders, may tender their OCEANEs during the subsequent
offering period at a price of �31.93 plus unpaid accrued interest,
a price higher than the price offered in the early redemption
procedure.
Wavecom also reserves the right, in accordance with the terms of
the OCEANEs, to carry out an early redemption of the OCEANEs (at a
price of the nominal value plus interest accrued from the last
interest payment date preceding the early redemption date until the
effective date of redemption) if the number of OCEANEs remaining
outstanding is less than 10% of the number of the OCEANEs issued.
Since only 0.03% of the OCEANEs remain outstanding, as of the
expiration date of February 12, 2009, Wavecom hereby informs OCEANE
holders that it intends to exercise this right, in the event that
Sierra Wireless France is not able to implement a squeeze-out.
Indicative Calendar of the Subsequent Offering Period and
OCEANE Early Redemption Periods
March 4, 2009 � Commencement of the first OCEANE early redemption
period in France March 9, 2009 Close of the first OCEANE early
redemption period in France March 11, 2009 Commencement of
subsequent offering period for both Offers March 12, 2009 Early
redemption of OCEANEs submitted for redemption in France March 31,
2009 Expiration of subsequent offering period for both Offers April
7, 2009 Announcement of final results of subsequent offering period
April 14, 2009 Settlement � delivery of securities tendered into
subsequent offering period in France April 15, 2009
To be confirmed
Commencement of the second OCEANE early redemption period in France
April 30, 2009
To be confirmed
Close of the second OCEANE early redemption period in France May 6,
2009
To be confirmed
Early redemption of OCEANEs submitted for redemption in France
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 Fr�res Banque, 121
boulevard Haussmann, 75008 Paris.
Copies of the note en r�ponse 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 Kl�ber, 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.
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