Sierra Wireless Establishes Automatic Share Purchase Plan
February 29 2016 - 05:00PM
Business Wire
Sierra Wireless, Inc. (NASDAQ:SWIR) (TSX:SW) (“Sierra Wireless”
or the “Company”) today announced that, in connection with its
previously announced normal course issuer bid (the “NCIB”) to
purchase for cancellation up to 3,149,199 of its common shares
(“Common Shares”), it entered into an automatic share purchase plan
(“APP”) with a designated broker to allow for the purchase of
Common Shares under the NCIB at times when the Company would
ordinarily not be permitted to purchase shares due to regulatory
restrictions.
Pursuant to the U.S. Securities and Exchange Commission’s Rule
10b5-1 and applicable Canadian provincial securities legislation,
including the guidance under the Ontario Securities Commission’s
Staff Notice 55-701, an APP permits the broker to effect
repurchases of Common Shares in the future on an automatic basis
regardless of any material, non-public information the Company may
be in possession of at such time. An APP can only be established at
a time when the Company is not in possession of material,
non-public information. Once the APP is established, the Company is
not permitted to exercise any further discretion or influence over
how repurchases will occur under the APP. Purchases of Common
Shares by the broker are subject to certain price limitations and
other parameters prescribed by the Toronto Stock Exchange (the
“TSX”), applicable securities laws and the terms of the APP. The
Company may only suspend or terminate the APP in the future if it
is not in possession of any material, non-public information at the
time and it notifies the public accordingly. The APP has been
pre-cleared by the TSX and will be implemented effective February
29, 2016. The first purchases under the APP may commence on April
1, 2016, following the completion of a voluntary 30-day
“cooling-off period”.
The NCIB commenced on February 9, 2016, and will terminate no
later than February 8, 2017. All repurchases made under the APP
will be included in computing the number of Common Shares purchased
under the NCIB. As of February 29, 2016, the Company has
repurchased a total of 549,583 Common Shares under the NCIB.
Cautionary Note Regarding Forward-Looking
StatementsCertain statements and information in this press
release are not based on historical facts and 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”),
including statements regarding the intention to acquire securities
under the NCIB, the number of shares that may be acquired under the
NCIB, the potential purchase of shares by the broker under the APP
and the future suspension or termination of the APP.
Forward-looking statements are provided to help you understand our
views of our short and longer term plans, expectations and
prospects. We caution you that forward-looking statements may not
be appropriate for other purposes. We will not update or revise our
forward-looking statements unless we are required to do so by
securities laws.
Forward-looking statements:
- Typically include words and phrases
about the future such as “outlook”, “will”, “may”, “estimates”,
“intends”, “believes”, “plans”, “anticipates” and “expects”.
- Are not promises or guarantees of
future performance. They represent our current views and may change
significantly.
- Are based on a number of material
assumptions, including those listed below, which could prove to be
significantly incorrect:
- our ability to develop, manufacture and
sell new products and services that meet the needs of our customers
and gain commercial acceptance;
- our ability to continue to sell our
products and services in the expected quantities at the expected
prices and expected times;
- expected cost of goods sold;
- expected component supply
constraints;
- our ability to “win” new business;
- our ability to integrate acquired
businesses and realize expected benefits;
- expected deployment of next generation
networks by wireless network operators;
- our operations are not adversely
disrupted by component shortages or other development, operating or
regulatory risks; and
- expected tax rates and foreign exchange
rates.
- Are subject to substantial known and
unknown material risks and uncertainties. Many factors could cause
our actual results, achievements and developments in our business
to differ significantly from those expressed or implied by our
forward-looking statements, including, without limitation, the
following factors, most of which are discussed in greater detail.
These risk factors and others are discussed in our 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 our
other regulatory filings with the Securities and Exchange
Commission in the United States and the Provincial Securities
Commissions in Canada and include the following:
- competition from new or established
service providers or from those with greater resources;
- higher than anticipated costs;
disruption of, and demands on, our ongoing business; and diversion
of management’s time and attention in connection with acquisitions
or divestitures;
- we may experience difficulty responding
to changing technology, industry standards and customer
requirements;
- the loss of any of our significant
customers;
- cyber-attacks or other breaches of our
information technology security;
- our reliance on single source suppliers
for certain components used in our products;
- failures of our products or services
due to design flaws and errors, component quality issues,
manufacturing defects or other quality issues;
- we may be found to infringe on
intellectual property rights of others;
- we may be unable to enforce our
intellectual property rights;
- our ability to attract or retain key
personnel;
- risks related to contractual disputes
with counterparties;
- our financial results are subject to
fluctuation;
- difficult or uncertain global economic
conditions;
- unanticipated costs associated with
litigation or settlements;
- our dependence on a limited number of
third party manufacturers;
- our dependence on wireless network
carriers to promote and offer acceptable wireless data
services;
- we are subject to governmental
regulation;
- the transmission, use and disclosure of
user data and personal information could give rise to liability or
additional costs;
- we may not be able to obtain necessary
rights to use software or components supplied by third parties;
and
- we have operations outside of North
America and therefore are subject to risks inherent in foreign
jurisdictions.
About Sierra WirelessSierra Wireless (NASDAQ: SWIR) (TSX:
SW) is building the Internet of Things with intelligent wireless
solutions that empower organizations to innovate in the connected
world. 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 1,000 employees globally and operates R&D centers in North
America, Europe and Asia. For more information, visit
www.sierrawireless.com.
"AirPrime," "AirLink," and "AirVantage" are trademarks of Sierra
Wireless. Other product or service names mentioned herein may be
the trademarks of their respective owners.
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version on businesswire.com: http://www.businesswire.com/news/home/20160229006922/en/
Sierra Wireless, Inc.David G. McLennan, 604-231-1181Chief
Financial Officerdmclennan@sierrawireless.com
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