Numerex Corp. Announces Shareholder Approval of Merger Agreement
December 06 2017 - 3:27PM
Numerex Corp. (“Numerex” or the “Company”) (NASDAQ:NMRX) announced
today that, at its special meeting of shareholders (the “Special
Meeting”) held today, a majority of the votes cast, which also
represented a majority of the outstanding shares of the Company’s
common stock, voted to approve the adoption of the previously
announced Agreement and Plan of Merger (as amended from time to
time, the “Merger Agreement”), dated as of August 2, 2017, by and
among the Company, Sierra Wireless, Inc. (“Sierra Wireless”) and
Wireless Acquisition Sub, Inc. (the “Merger Sub”).
Upon completion of the merger, Numerex shareholders will receive
a fixed exchange ratio of 0.1800 common shares of Sierra Wireless
for each share of Numerex common stock. Subject to the satisfaction
of the remaining closing conditions, the Company, Sierra Wireless
and Merger Sub currently anticipate to close the merger on December
7, 2017.
About Numerex Corp.
Numerex Corp. 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
This press release contains, and other statements may contain,
forward-looking statements with respect to the proposed
transaction. Forward-looking statements are typically identified by
words or phrases such as “believe,” “expect,” “anticipate,”
“intend,” “estimate,” “assume,” “strategy,” “plan,” “outlook,”
“outcome,” “continue,” “remain,” “trend” and variations of such
words and similar expressions, or future or conditional verbs such
as “will,” “would,” “should,” “could,” “may” or similar
expressions. Numerex cautions that these forward-looking statements
are subject to numerous assumptions, risks and uncertainties, which
change over time. These forward-looking statements speak only as of
the date of this press release, and Numerex assumes no duty to
update forward-looking statements. Actual results could differ
materially from those anticipated in these forward-looking
statements and future results could differ materially from
historical performance, depending on the outcome of certain
factors, including (1) the failure to satisfy the conditions to the
completion of the proposed transaction; (2) the occurrence of any
event, change or other circumstance that could give rise to the
termination of the Merger Agreement; (3) there may be a material
adverse change regarding Numerex; (4) the failure to complete or
receive the anticipated benefits from the proposed transaction; and
(5) the other factors relating to Numerex discussed in Numerex’s
definitive proxy statement/prospectus, dated October 30, 2017, and
Numerex’s Annual Report on Form 10-K for the year ended December
31, 2016, which may be found on EDGAR at www.sec.gov, and in the
Company’s other regulatory filings with the Securities and Exchange
Commission.
Numerex Investor Relations Contact:
Kenneth GayronInterim CEO and CFOkgayron@numerex.com(770)
615-1410
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