Sierra Wireless, Inc. Completes Acquisition of Numerex Corp.
Published on: 7th Dec 2017
Sierra Wireless, Inc. ("Sierra Wireless") (NASDAQ SWIR) (TSX SW), the leading provider of fully integrated device to cloud solutions for the Internet of Things (IoT), today completed the previously announced acquisition of Numerex Corp. ("Numerex") (NASDAQ NMRX) (the "Merger").
"The acquisition of Numerex accelerates our IoT device-to-cloud strategy by adding an established customer base, proven solutions and recurring revenue scale," said Jason Cohenour, President and CEO of Sierra Wireless. "We are pleased that Numerex stockholders voted in favor of the transaction on Dec. 6, and believe that the combination of the two companies creates a clear global leader in IoT services and solutions."
In accordance with the terms of the Agreement and Plan Merger, dated as of Aug. 2, 2017, by and among Numerex, Sierra Wireless and Wireless Acquisition Sub, Inc., a wholly-owned subsidiary of Sierra Wireless, Sierra Wireless issued 3,588,784 common shares as merger consideration in exchange for all of the outstanding shares of Numerex common stock and certain outstanding Numerex equity awards and warrants. Additionally, approximately U.S. $24 million in the aggregate was paid at closing to retire outstanding Numerex debt and to repurchase an outstanding Numerex warrant. Including the new shares issued, Sierra Wireless' number of common shares outstanding has increased to approximately 35,808,436 shares.
In connection with the completion of the Merger, Numerex has become a wholly-owned subsidiary of Sierra Wireless and Numerex common stock will be delisted from the Nasdaq and will be deregistered under the U.S. Securities Exchange Act of 1934, as amended. Common shares of Sierra Wireless will continue to trade on both the Nasdaq and the TSX under the symbols "SWIR" and "SW", respectively.
Blake, Cassels & Graydon LLP, Skadden, Arps, Slate, Meagher & Flom LLP and Jones Day acted as Sierra Wireless' legal advisors, and Arnold & Porter Kaye Scholer LLP acted as Numerex's legal advisor. RBC Capital Markets acted as financial advisor to Sierra Wireless and Deutsche Bank Securities Inc. acted as financial advisor to Numerex.
About Sierra Wireless
Sierra Wireless (NASDAQ: SWIR) (TSX: SW) is building the Internet of Things with intelligent wireless solutions that empower organizations to innovate in the connected world. Customers start with Sierra because we offer the industry's most comprehensive portfolio of 2G, 3G and 4G embedded modules and gateways, seamlessly integrated with our secure cloud and connectivity services. OEMs and enterprises worldwide trust our innovative solutions to get their connected products and services to market faster. Sierra Wireless has more than 1,100 employees globally and operates R&D centers in North America, Europe and Asia. For more information, visit www.sierrawireless.com.
About Numerex Corp.
Numerex Corp. (NASDAQ: NMRX) 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
Certain statements and information in this press release constitute forward-looking statements or forward-looking information within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and Canadian securities laws ("forward-looking statements") with respect to the proposed transaction, including statements with respect to the delisting and deregistration of the shares of Numerex common stock and the continued listing of Sierra Wireless common shares on the Nasdaq and the TSX. Although Sierra Wireless believes these statements are based on information and assumptions which are current, reasonable and complete, these statements are necessarily subject to a variety of risks and uncertainties, including stock exchange and securities regulatory matters. A further discussion of the risks and uncertainties facing Sierra Wireless are discussed in its Annual Information Form and Management's Discussion and Analysis of Financial Condition and Results of Operations, which may be found on SEDAR at www.sedar.com and on EDGAR at www.sec.gov and in Sierra Wireless' other regulatory filings with the Securities and Exchange Commission in the United States and the Provincial Securities Commissions in Canada. While Sierra Wireless makes these forward-looking statements in good faith, should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary significantly from those expected, depending on the outcome of certain factors, including the possibility that the anticipated synergies and other benefits of the proposed acquisition will not be realized or will be not be realized within the expected timeframe. Except as may be required by applicable securities laws, Sierra Wireless assumes no obligation to publicly update or revise any forward-looking statements made herein or otherwise, whether as a result of new information, future events or otherwise.