Regulatory News:
Sierra Wireless, Inc. (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, announced
today that the results of the subsequent offering period of the
all-cash tender offers for Wavecom shares were a success and
allowed Sierra Wireless France, a wholly owned subsidiary of Sierra
Wireless, Inc., to reach the squeeze-out threshold.
The subsequent offering period ended on March 31, 2009 and the
final result was published on April 7, 2009 by the French stock
market authority, the AMF (Autorit� des march�s financiers). In
total, Sierra Wireless France directly holds 14,562,502 ordinary
shares (including ordinary shares represented by American
Depositary Shares, the �ADSs�) i.e. 88.3% of Wavecom share capital
and voting rights. In addition, 2,571,037 convertible bonds (the
�OCEANEs�) were tendered to the offer (of which 2,571,022
were reimbursed on March 12, 2009).
Taking into account the shares held in treasury by Wavecom and
the �free shares� held by officers and employees that are subject
to put and call arrangements, the shares held by the minority
shareholders that were not tendered to the offer represent less
than 5% of the share capital and voting rights of Wavecom. The same
is true by taking into account the potential dilution resulting
from the 666 outstanding OCEANEs. Therefore, Sierra Wireless France
intends to implement the squeeze-out of the ordinary shares and
OCEANEs and therefore to request the delisting of Wavecom
securities from both Euronext and NASDAQ stock markets.
The settlement and cash payment of the ordinary shares and
OCEANEs tendered into the French subsequent offering period is
scheduled for April 15, 2009. Cash payment for securities tendered
into the subsequent U.S. tender offer is scheduled to occur shortly
thereafter.
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.
Further Information
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 terms and conditions of the offer to buy the
shares, ADSs and OCEANEs of Wavecom are available in 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 because these documents 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).
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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