Numerex Corp. (“Numerex” or the “Company”) (NASDAQ:NMRX), a leading
provider of enterprise solutions enabling the Internet of Things,
(IoT), and Sierra Wireless, Inc. (“Sierra Wireless”)
(NASDAQ:SWIR) (TSX:SW), a leading provider of fully integrated
device-to-cloud solutions for the IoT, have entered into a
definitive merger agreement (the “Merger Agreement”) under which
Sierra Wireless will acquire Numerex in a stock-for-stock merger
transaction (the “Transaction”). The equity value of the
Transaction is approximately US$107 million based on Sierra
Wireless’ closing stock price on August 1, 2017 of US$29.65 per
share, and represents a premium of 17.5% to Numerex’s volume
weighted average share price for the 20 trading day period ending
August 1, 2017.
Under the terms of the Merger Agreement, Numerex shareholders
will receive a fixed exchange ratio of 0.1800 common shares of
Sierra Wireless for each share of Numerex common stock. Upon
completion of the Transaction, Numerex will become a subsidiary of
Sierra Wireless and approximately 10% of the common shares of
Sierra Wireless on a fully diluted basis will be held by Numerex
shareholders. Concurrent with closing, Numerex’s debt of
approximately $20 million including fees shall be repaid with
Sierra Wireless cash. The Transaction is expected to close by the
end of 2017, subject to the receipt of Numerex shareholder approval
and certain regulatory and government approvals, and satisfaction
of other customary conditions.
“We believe that combining with Sierra Wireless provides us the
opportunity to work with and take advantage of world-class talent
and technology to improve our product offerings for our customers,”
commented Kenneth Gayron, Interim CEO and CFO of Numerex. “The
transaction also provides our shareholders the opportunity to
participate in the upside potential of the combined company.”
“The acquisition of Numerex accelerates our IoT device-to-cloud
strategy by adding an established customer base, significant sales
capacity, proven managed solutions and recurring revenue scale,”
said Jason Cohenour, President and CEO of Sierra Wireless. “The
combination of Sierra Wireless and Numerex will represent a
powerful business and technology platform that will enable the
company to drive a global leadership position in IoT services and
solutions.”
Board Approval
The Board of Directors of each of Numerex and Sierra Wireless
has unanimously approved the Transaction. Numerex shareholders
owning approximately 27% of Numerex’s outstanding stock have
entered into voting agreements under which they have agreed to vote
in favor of the Transaction.
Advisors
Deutsche Bank is acting as financial advisor to Numerex and
Arnold & Porter Kaye Scholer LLP is acting as Numerex’s legal
advisor. RBC Capital Markets is acting as financial advisor to
Sierra Wireless. Blake, Cassels & Graydon LLP, Skadden,
Arps, Slate, Meagher & Flom LLP, and Jones Day are acting as
Sierra Wireless’ legal advisors.
About Numerex Corp.
Numerex Corp. (NASDAQ:NMRX) is a leading provider of enterprise
solutions enabling the Internet of Things (IoT). The Company'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. The Company 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. The Company'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.
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.
Forward-Looking Statements
This press release contains, and other statements may contain,
forward-looking statements with respect to Numerex, Sierra Wireless
and their future financial or business performance, conditions or
strategies and other financial and business matters, including
expectations regarding growth trends and activities.
Forward-looking statements are typically identified by words or
phrases such as "believe," "expect," "anticipate," "intend,"
"estimate," "assume," "strategy," "plan," "outlook," "outcome,"
"continue," "remain," "trend," and variations of such words and
similar expressions, or future or conditional verbs such as "will,"
"would," "should," "could," "may," or similar expressions. Numerex
cautions that these forward-looking statements are subject to
numerous assumptions, risks and uncertainties, which change over
time. These forward-looking statements speak only as of the date of
this press release, and Numerex assumes no duty to update
forward-looking statements. Actual results could differ materially
from those anticipated in these forward-looking statements and
future results could differ materially from historical performance.
Risk factors regarding Numerex are discussed in Numerex’s Annual
Report on Form 10-K for the year ended December 31, 2016, which may
be found on EDGAR at www.sec.gov and in our other regulatory
filings with the Securities and Exchange Commission.
Additional Information about the Merger and Where to
Find It
Investors may obtain free copies of the
registration statement, the proxy statement/prospectus and other
relevant documents filed by Numerex and Sierra Wireless with the
SEC (when they become available) through the website maintained by
the SEC at www.sec.gov. Copies of the documents filed by Numerex
with the SEC are available free of charge on Numerex’s website at
investor.numerex.com or by contacting Numerex’s Investor Relations
Department by telephone at 770-615-1410 or by e-mail to
kgayron@numerex.com.
No Offer or Solicitation
This press release is not intended to and does
not constitute an offer to sell or the solicitation of an offer to
buy, sell or solicit any securities or any proxy, vote or approval,
nor shall there be any sale of securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be deemed to be made
except by means of a prospectus meeting the requirements of Section
10 of the Securities Act of 1933, as amended. This communication
may be deemed to be solicitation material in respect of the
proposed acquisition of Numerex by Sierra Wireless. In connection
with the proposed merger, Sierra Wireless intends to file with the
U.S. Securities and Exchange Commission (“SEC”) a registration
statement on Form F-4, which will include a proxy statement of
Numerex that also constitutes a prospectus of Sierra
Wireless. After the registration statement is declared
effective, Numerex will mail the proxy statement/prospectus to its
shareholders. Investors are urged to read the proxy
statement/prospectus (including all amendments and supplements
thereto) and other relevant documents filed with the SEC carefully
and in their entirety if and when they become available because
they will contain important information about the proposed merger
and related matters.
Participants in Solicitation Relating to the
Merger
This communication is not a solicitation of
proxies in connection with the proposed merger of Numerex and
Sierra Wireless. However, Numerex and its directors and executive
officers may be deemed to be participants in the solicitation of
proxies from Numerex’s shareholders in respect of the proposed
merger. Information regarding Numerex’s directors and executive
officers can be found in Numerex’s Form 10-K/A filed with the SEC
on May 1, 2017, as well as its other filings with the SEC.
Additional information regarding the interests of such potential
participants, including their respective interests by security
holdings or otherwise, will be set forth in the proxy
statement/prospectus and other relevant documents filed with the
SEC in connection with the proposed merger if and when they become
available. These documents are available free of charge on the
SEC’s website and from Numerex using the sources indicated
above.
Numerex contacts:
Kenneth Gayron
Interim CEO and CFO
+1 (770) 615-1410
kgayron@numerex.com
Kelly Gay
Chief Operating Officer
+1 (678) 624-5998
kgay@numerex.com
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