Sierra Wireless Establishes Automatic Share Purchase Plan
November 30 2016 - 6:32PM
Business Wire
Sierra Wireless (NASDAQ:SWIR) (TSX:SW), a leading provider of
fully integrated end-to-end solutions for Internet of Things (IoT)
applications, 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 November
30, 2016. The first purchases under the APP may commence on January
2, 2017, 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 November 30, 2016, the Company has
repurchased a total of 809,872 Common Shares under the NCIB.
Cautionary Note Regarding Forward-Looking Statements
Certain 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
and information relating to our financial guidance for the fourth
quarter of 2016 and our fiscal year 2016, our business outlook for
the short and longer term, statements regarding our strategy, plans
and future operating performance. Forward-looking statements are
provided to help you understand our views of our short and long
term plans, expectations and prospects. We caution you that
forward-looking statements may not be appropriate for other
purposes. We do not intend to 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 not being 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. 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:
- competition from new or established
service providers or from those with greater resources;
- disruption of, and demands on, our
ongoing business and diversion of management's time and attention
in connection with acquisitions or divestitures;
- the loss of any of our significant
customers;
- cyber-attacks or other breaches of our
information technology security;
- difficult or uncertain global economic
conditions;
- our financial results being subject to
fluctuation;
- our ability to attract or retain key
personnel;
- risks related to infringement on
intellectual property rights of others;
- our ability to obtain necessary rights
to use software or components supplied by third parties;
- our ability to enforce our intellectual
property rights;
- our ability to respond to changing
technology, industry standards and customer requirements;
- 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;
- our dependence on a limited number of
third party manufacturers;
- unanticipated costs associated with
litigation or settlements;
- our dependence on wireless network
carriers to promote and offer acceptable wireless data
services;
- risks related to contractual disputes
with counterparties;
- risks related to governmental
regulation;
- risks related to the transmission, use
and disclosure of user data and personal information; and
- risks inherent in foreign
jurisdictions.
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. 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.
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version on businesswire.com: http://www.businesswire.com/news/home/20161130006465/en/
Sierra WirelessInvestor RelationsDavid Climie,
+1-604-231-1137dclimie@sierrawireless.comorPublic RelationsKim
Homeniuk, +1-604-233-8028khomeniuk@sierrawireless.com
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