Sierra Wireless Agrees to Acquire Wavecom in Friendly Deal


VANCOUVER, and PARIS, December 2 /PRNewswire/ --

- Combination Will Create a Global Leader in Wireless Data

    - Sierra Wireless to Make an all Cash Offer of EUR8.50 per Ordinary
      Share of Wavecom

    - Founders of Wavecom, Representing 21% of Wavecom's Shares Outstanding,
      Have Committed to Tender all Their Shares to the Offer

    - The Combination of Both Firms Uniquely Positioned to Benefit from the
      Anticipated Growth in Wireless Data for the Mobile Computing and M2M 
      Markets

    - Complementary Products, Geographic Coverage and Capabilities to Drive
      Growth and Significant Synergies



Sierra Wireless, Inc., (NASDAQ: SWIR - TSX: SW) ("Sierra Wireless"), a
leading provider for wireless modems for mobile computing, and Wavecom S.A.
(Paris: AVM - NASDAQ: WVCM) ("Wavecom"), a leading provider of embedded
wireless technology for M2M (machine-to-machine) communication, announced
today that the companies have reached a Memorandum of Understanding ("MOU")
providing for a business combination that will bring together these two
industry innovators to form a global leader in wireless data. Pursuant to and
subject to the terms of the MOU, Sierra Wireless will make a cash offer of
(euro)8.50 per ordinary share of Wavecom, and (euro)31.93 per OCEANE
convertible bond ("OCEANEs"), amounting to an aggregate purchase price of
approximately (euro)218 million. The Board of Directors of Wavecom has
unanimously determined that the proposed acquisition of Wavecom by Sierra
Wireless is in the best interest of the Company, its employees, and, subject
to consideration of a fairness opinion, its shareholders. In addition, the
founders of Wavecom have committed to tender all of their shares to Sierra
Wireless, representing approximately 21% of the outstanding shares, in
support of the transaction. The Board of Directors has also decided to
adjourn Wavecom's meeting of shareholders which was to be held on December 8,
2008.

The offer represents a premium of 21% over the offer for Wavecom shares
announced by Gemalto on October 6, 2008 and a 108% premium over the share
price on October 3, 2008, the last trading day prior to Gemalto's
announcement of its offer. For the OCEANEs, the price represents a premium of
2% to their redemption value.

Together, Sierra Wireless and Wavecom will be a market leader in wireless
data, and will be uniquely positioned to benefit from the anticipated growth
in wireless data for the mobile computing and M2M markets - which are
expected to grow to over 200 million units by 2012. The combined company is
expected to benefit from significant competitive advantages in the
marketplace:

- Industry's most comprehensive wireless data product portfolio including
      PC adapters, 2G, 3G and multi-mode embedded modules, M2M terminals, 
      software and solutions

    - Long-term relationships with mobile network operators and market-
      leading OEM (original equipment manufacturer) customers in key markets 
      around the world

    - Clear leadership in advanced wireless data technology and innovation,
      with unparalleled research and development capabilities



"The agreement reached today between Sierra Wireless and Wavecom is a key
strategic milestone for both companies. In joining forces, we are creating a
global leader in wireless data," said Jason Cohenour, President and CEO of
Sierra Wireless. "The acquisition of Wavecom will be the foundation of our
plans to substantially expand our position in the global M2M market.
Furthermore, Wavecom will significantly increase our scale and capabilities
in Europe and Asia - both of which are important geographical expansion
opportunities for the company. Wavecom is aligned with our growth and
diversification strategy and adds many complementary capabilities. We believe
this acquisition will deliver long-term strategic advantage and profitable
growth."

"Sierra Wireless and Wavecom are a natural match. The two companies share
similar histories and a common culture of innovation and technology
leadership in wireless data. Joining with Sierra Wireless is a unique
opportunity for Wavecom, its customers and employees. Together, the companies
are well positioned to provide the most competitive solutions in the market
and to become a global leader in wireless data," said Ronald Black, CEO,
Wavecom.

Wavecom will operate as a Sierra Wireless business unit based in Paris,
and the two companies will leverage synergies in product development, sales
channels and complementary resources to accelerate profitable growth and
product leadership in M2M embedded modules, M2M terminals, and M2M software,
solutions and services. Furthermore, the addition of Wavecom's significant
presence and capabilities in Europe will provide strong support to Sierra
Wireless' mobile computing business in the region. Additional information
regarding product, go-to-market and other integration details will be
provided after the transaction is complete. Sierra Wireless expects the
transaction to close in the first quarter of 2009.

Transaction Details

The transaction is expected to be implemented by way of concurrent but
separate public tender offers in both France and the United States for all
Wavecom shares, all American Depositary Shares representing Wavecom's
ordinary shares, and all OCEANEs issued by Wavecom. The U.S. offer is
anticipated to be open to all U.S. holders of shares and U.S. holders of
OCEANEs as well as holders of ADSs, wherever the holder is located. The
French offer is anticipated to be open to all other holders of shares and
OCEANEs. The offer price will be (euro)8.50 per ordinary share, the U.S.
dollar equivalent of (euro)8.50 per ADS (converted as into U.S. dollars as of
the date of the settlement of the tender offers), and (euro)31.93 per OCEANE
plus accrued but unpaid interest on the OCEANE, in each case in cash. A
French offer document has been submitted with further details of the French
offer to the Autorité des marchés financiers ("AMF") and will be opened for
acceptances once the AMF has granted its clearance in accordance with French
law. The offers will be subject to the condition that at least 50% plus one
of all voting rights of Wavecom securities be tendered.

Concurrently with the filing of the offer, Sierra Wireless and Wavecom
have entered into a MOU, pursuant to which Wavecom has agreed to support the
transaction and has also agreed to non-solicitation and right to match
provisions. The MOU also provides for payment to Sierra Wireless of a break
fee of (euro)3.27 million in certain circumstances. Sierra Wireless will use
cash available on its balance sheet and available credit facilities to fund
the purchase of the ordinary shares and the OCEANEs of Wavecom. In that
context, Sierra Wireless has drawn a Letter of Credit in the amount of
(euro)218 million secured by cash and an (euro)80.5 million secured term
facility underwritten by CIBC World Markets Inc. and TD Securities Inc. The
term facility is to facilitate the purchase of the OCEANEs until Wavecom
redeems them from its existing cash balance upon the successful completion of
the transaction. If the transaction does not close, both the Letter of Credit
and the secured term facility will be cancelled.

Upon closing, Sierra Wireless expects to be sufficiently capitalized and
have ample liquidity from its estimated pro forma cash balance. In addition,
Sierra Wireless will have access to committed credit facilities, if needed.
As of September 30, 2008, Sierra Wireless had $227 million of cash and cash
equivalents, short-term and long-term investments on its balance sheet, and
Wavecom had (euro)126 million of cash and cash equivalents and marketable
securities on its balance sheet.

CIBC World Markets Inc., Lazard, and TD Securities are acting as
financial advisors to Sierra Wireless. Linklaters LLP is acting as French and
United States counsel to Sierra Wireless, and Blake, Cassels & Graydon LLP is
acting as Canadian counsel.

Merrill Lynch is acting as sole financial advisor to Wavecom. Jones Day
is acting as French and United States counsel to Wavecom.

Investors and Analysts Call

Sierra Wireless has also scheduled Investors and Analysts conference
calls in English:

- For Europe, on Tuesday, December 2 at 10:30 AM Paris time, 09:30 London
      time. Attendees may participate by:

    Dial-in:

    France: +33-1-7099-3430 or 0800-945-104 (toll free) United Kingdom:
    +44-20-7190-1596 or 0800-358-5260 (toll free) Conference ID: 3949592



Webcast:

To access the live webcast of the call and presentation, please go to
this link Sierra Wireless Webcast (http://tinyurl.com/5banpt). Replays of the
webcast will be made available. Microsoft Windows Media Player software is
required. To download the software, go to:
http://www.microsoft.com/windows/windowsmedia/download.

- For North America, on Tuesday, December 2 at 8:00 AM EST, 2:00 PM Paris
      time. Attendees may participate by:

    Dial-in:

    1(416)644-3419 or 1-800-731-5319 Coference ID: Not required



Webcast:

To access the live webcast of the call and presentation, please go to
this link Sierra Wireless Webcast (http://tinyurl.com/6asrq6). Replays of the
webcast will be made available. Microsoft Windows Media Player software is
required. To download the software, go to:
http://www.microsoft.com/windows/windowsmedia/download.

Media Briefing:

A media briefing will be held jointly by
Sierra Wireless and Wavecom at Hotel Intercontinental Le Grand, 2, rue Scribe
- Paris 9 on Tuesday, December 2nd at 12:00 PM Paris time.

Further Information:

As they become available,
documents and other details related to the transaction will be provided for
download from the Investor Relations section of the Sierra Wireless website -
http://www.sierrawireless.com/corporate/investors.aspx and on the Wavecom
website: http://www.wavecom.com/modules/movie/scenes/investors/.

About Sierra Wireless

Global Leader in wireless modems for mobile computing and M2M

Sierra Wireless (NASDAQ: SWIR - TSX: SW) modems and software connect
people and systems to mobile broadband networks around the world. The Company
offers a diverse product portfolio addressing enterprise, consumer, original
equipment manufacturer, specialized vertical industry, and machine-to-machine
markets, and provides professional services to customers requiring expertise
in wireless design, integration, and carrier certification. For more
information about Sierra Wireless, visit http://www.sierrawireless.com.

About Wavecom

Wavecom - the wireless M2M experts

Wavecom is a leading provider of embedded wireless technology for M2M
(machine-to-machine) communication. The Company provides a range of GSM/GPRS,
CDMA, EDGE and 3G Wireless CPUs; programmable processors which also act as
wireless modules or wireless modems. These are backed by a cellular wireless
software suite which includes a real-time operating system (RTOS), a software
development environment based on Eclipse(TM), and several Plug-Ins (GPS,
TCP/IP, security, Bluetooth(TM), Lua script and more). The Company also
offers a wide range of professional and operated services. Wavecom solutions
are used for automotive telematics, smart metering, fleet management,
GSM/GPS/satellite tracking, wireless alarms, wireless POS (point of sales),
WLL (fixed voice), remote monitoring and many other M2M applications. Founded
in 1993 and headquartered in Issy-les-Moulineaux (France) near Paris, Wavecom
has subsidiaries in Hong Kong (PRC), Research Triangle Park, NC (USA),
Farnborough (UK), Munich (Germany) and Sao Paolo (Brazil). Wavecom is
publicly traded on Euronext Paris (Eurolist) in France and on the NASDAQ
(WVCM) exchange in the U.S.

Cautionary Note Regarding Forward-Looking Statements

Certain statements in this press release that are not based on historical
facts constitute forward-looking statements or forward-looking information
within the meaning of the U.S. Private Securities Litigation Reform Act of
1995 and applicable Canadian and French securities laws ("forward-looking
statements"). These forward-looking statements are not promises or guarantees
of future performance but are only predictions that relate to future events,
conditions or circumstances or our future results, performance, achievements
or developments and are subject to substantial known and unknown risks,
assumptions, uncertainties and other factors that could cause our actual
results, performance, achievements or developments in our business or in our
industry to differ materially from those expressed, anticipated or implied by
such forward-looking statements. Forward-looking statements in this press
release include all financial guidance for the fourth quarter of 2008, and
all other disclosure regarding possible events, conditions, circumstances or
results of operations that are based on assumptions about future economic
conditions, courses of action and other future events. We caution you not to
place undue reliance upon any such forward-looking statements, which speak
only as of the date they are made. These forward-looking statements appear in
a number of different places in this press release and can be identified by
words such as "may", "estimates", "projects", "expects", "intends",
"believes", "plans", "anticipates", "continue", "growing", "expanding", or
their negatives or other comparable words. Forward-looking statements include
statements regarding the offers for the shares, ADS, and OCEANEs of Wavecom,
statements regarding the outlook for our future operations, plans and timing
for the introduction or enhancement of our services and products, statements
concerning strategies or developments, statements about future market
conditions, supply conditions, end customer demand conditions, channel
inventory and sell through, revenue, gross margin, operating expenses,
profits, forecasts of future costs and expenditures, the outcome of legal
proceedings, and other expectations, intentions and plans that are not
historical fact. The risk factors and uncertainties that may affect our
actual results, performance, achievements or developments are many and
include, amongst others, our ability to develop, manufacture, supply and
market new products that we do not produce today that meet the needs of
customers and gain commercial acceptance, our reliance on the deployment of
next generation networks by major wireless operators, the continuous
commitment of our customers, and increased competition. These risk factors
and others are discussed in Sierra Wireless' and Wavecom's respective filings
and reports, which may be found on SEDAR at http://www.sedar.com, on EDGAR at
http://www.sec.gov, at the AMF's website at amf-france.org, and in each of 
their other regulatory filings with the Securities and Exchange Commission in 
the United States and the Provincial Securities Commissions in Canada. Many 
of these factors and uncertainties are beyond our control. Consequently, all
forward-looking statements in this press release are qualified by this
cautionary statement and we cannot assure you that actual results,
performance, achievements or developments that we anticipate will be
realized. Forward-looking statements are based on management's current plans,
estimates, projections, beliefs and opinions and we do not undertake any
obligation to update forward-looking statements should the assumptions
related to these plans, estimates, projections, beliefs and opinions change,
except as required by law.

Important additional information will be filed with the SEC and submitted
to the approval of the AMF

The tender offers described here, which have not yet commenced, will be
made for the ordinary shares, American depositary shares (the "ADSs") and
convertible bonds (the "OCEANEs") of Wavecom. This press release is for
informational purposes only and is not an offer to buy or the solicitation of
an offer to sell any Wavecom securities. The solicitation and the offer to
buy the shares, ADSs and OCEANEs of Wavecom will be made only pursuant to the
offer to purchase and related materials that Sierra Wireless filed with the
French Autorité des marchés financiers (the "AMF") as a note d'information,
or the Tender Offer Statement on Schedule TO Sierra Wireless intends to file
with the U.S. Securities and Exchange Commission (the "SEC"). Wavecom
security holders and other investors should read carefully the Tender Offer
Statement on Schedule TO and the note d'information, as well as the Schedule
14D-9 and note en réponse we expect Wavecom to file, and any amendments or
supplements thereto, prior to making any decisions with respect to the tender
offers because these documents contain, or will contain, important
information, including the terms and conditions of the tender offer. Wavecom
security holders and other investors will be able to obtain copies of these
tender offer materials and any other documents filed with the AMF from the
AMF's website (http://www.amf-france.org.), and with the SEC, from the SEC's 
website (http://www.sec.gov), in each case without charge. Such materials 
filed by Sierra Wireless will also be available for free at Sierra 
Wireless's website (http://www.sierrawireless.com).

For further information: 

    Sierra Wireless Media Contacts: 
    Europe / France:
    Mathilde Bordron / Odile Bibollet
    Fleishman-Hillard
    +33(0)1-47-42-92-76 / +33(0)1-47-42-92-83
    mathilde.bordron@fleishman.com / odile.bibollet@fleishman.com

    North America: 
    Hugh Scholey
    High Road Communications
    +1-416-644-2292
    hscholey@highroad.com

    Sierra Wireless Investor Relations: 
    +1-604-231-1181
    investor@sierrawireless.com
   
    Wavecom Media Contacts: 
    Andrew Dewar / Jérôme Biscay
    Tel: +33(0)153-96-83-83
    wavecom@brunswickgroup.com
   
    Wavecom Investor Relations: 
    Europe: 
    Lisa Ann Sanders
    Director Financial Communications and Investor Relations
    Tel: +33(0)1-46-29-41-81
    lisaann.sanders@wavecom.com

    North America: 
    John D. Lovallo,
    President
    Lovallo Communications Group, LLC
    Tel: +1-203-431-0587,
    johnlovalloirpr@sbcglobal.net



© PR Newswire Association LLC.

News archive

Subscribe to AfterDawn's weekly newsletter.