Report of Foreign Issuer (6-k)
December 07 2017 - 10:40AM
Edgar (US Regulatory)
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 6-K
Report
of Foreign issuer
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of
1934
For the
Month of
December
2017
(Commission
File.
No 0-30718).
SIERRA WIRELESS, INC., A CANADIAN CORPORATION
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(Translation of registrant’s name in English)
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13811 Wireless Way
Richmond, British Columbia, Canada V6V 3A4
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(Address of principal executive offices and zip code)
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Registrant’s Telephone Number, including area code:
604-231-1100
Indicate by
check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F:
Form 20-F
40-F
X
Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934:
Yes: ____ No:
X
Sierra
Wireless, Inc. Completes Acquisition of Numerex Corp.
VANCOUVER, British Columbia--(BUSINESS WIRE)--December 7, 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.
Advisors
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
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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.
CONTACT:
Sierra Wireless
Investors:
David Climie,
+1 (604) 231 1137
VP Investor Relations and Corporate Development
dclimie@sierrawireless.com
or
Media:
Kim
Homeniuk, +1 (604) 233 8028
Sr. Manager, Public Relations
khomeniuk@sierrawireless.com
SIGNATURES
Pursuant to
the requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
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Sierra Wireless, Inc.
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By:
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/s/ David G. McLennan
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David G. McLennan, Chief Financial Officer and Secretary
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Date:
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December 7, 2017
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