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SEMTECH CORPORATION TO ACQUIRE SIERRA WIRELESS
Creating a comprehensive IoT platform to enable the transformation to a smarter,
more sustainable planet
* Brings together the ultra-low power benefits of LoRa® with higher bandwidth
capabilities of cellular for easy to use, interoperable solutions that enable
innovation and growth for IoT globally
* Expected to approximately double Semtech annual revenue and add greater than
US$100 million of high margin IoT Cloud services recurring revenues
* Expected to expand Semtech’s IoT SAM by approximately 10x to US$10 billion by
2027
* Expected to be immediately accretive to Semtech’s non-GAAP EPS before
synergies and generate US$40 million of run-rate operational synergies within
12-18 months post-close
Camarillo, Calif., and Vancouver, British Columbia, Aug. 2, 2022 – Semtech
Corporation (Nasdaq: SMTC), a leading global supplier of high-performance analog
and mixed-signal semiconductors and advanced algorithms, and Sierra Wireless,
Inc. (Nasdaq: SWIR) (TSX: SW), a world-renowned Internet of Things (IoT)
solutions provider, today announced a definitive agreement under which Semtech
will acquire all outstanding shares of Sierra Wireless for US$31 per share in an
all-cash transaction representing a total enterprise value of approximately
US$1.2 billion, subject to customary closing conditions. The acquisition will
significantly expand Semtech’s addressable market and is expected to
approximately double Semtech’s annual revenue and create a strong and diverse
portfolio of connectivity solutions for the growing IoT market, making it easier
for customers to find innovative end to end solutions for any segment. The deal
is also expected to be immediately accretive to Semtech’s non-GAAP EPS before
synergies and generate US$40 million of run-rate operational synergies within
12-18 months post-transaction close.
This acquisition brings together two important technologies for the future of
IoT – LoRa and cellular – to enable the digitization of the industrial world
with a comprehensive chip-to-Cloud platform. Semtech expects the combination of
Sierra Wireless’ cellular capabilities across its modules, gateways and managed
connectivity together with Semtech’s LoRa-enabled end nodes to create a uniquely
differentiated IoT portfolio which will enable a plethora of new IoT use cases
to be conceived. In addition, the combination of Sierra Wireless’ Cloud services
offerings and Semtech’s LoRa Cloud™ services will bring together a future Cloud
services portfolio offering that will include enhanced security, provisioning,
device management, and geolocation capabilities for power optimized IoT
applications. This new Cloud services capability is expected to add greater than
US$100 million of high-margin IoT Cloud services recurring revenues immediately.
“We believe the next era of technology growth is the full digitization of our
industrial world – the Internet of Everything. Our vision is to build a simple,
horizontal platform with the goal of accelerating this transformation and to
bring about a smarter and more sustainable planet,” said Semtech president and
chief executive officer, Mohan Maheswaran. “This exciting strategic acquisition
of Sierra Wireless is a critical part of bringing this vision to life through
the combination of cellular, LoRa and Cloud services. Together, with the
world-class Sierra Wireless engineering team, we will be positioned to advance
the market with multi-radio solutions that bring new chip-to-Cloud services to
support customers and grow our business.”
“Over the last year, Sierra Wireless has taken decisive steps to profitably grow
the business, and I am proud that the progress we have made has culminated in
this exciting transaction. Together with Semtech, we will be able to extend the
reach of IoT solutions by scaling, optimizing and ultimately delivering an even
stronger product portfolio and service model to customers,” said Phil Brace,
president and chief executive officer of Sierra Wireless. “Sierra Wireless is a
high growth business with some of the best, most advanced IoT technology in the
industry, and we are pleased to deliver immediate and compelling value to our
shareholders through this transaction. Joining Semtech will also allow us to
bring cellular and LoRa technology together to create innovative solutions that
exceed the expectations of our customers around the world while delivering
exciting career opportunities to our talented employees as part of the combined
company.”
Sierra Wireless brings highly complementary skills and capabilities to Semtech,
including Sierra Wireless’ leading modules, gateways, 5G and Cloud services.
Given Sierra Wireless’ demonstrated expertise in IoT and cellular engineering,
software and services, and its extensive knowledge of IoT channels and vertical
markets, Semtech expects the combined company will be well positioned to serve
high growth segments such as:
* Supply chain, logistics and asset management
* Utilities, including water, gas and electric metering
* Smart cities and building, including air quality monitoring and public safety
* Smart agriculture and species protection
Transaction Details
Under the terms of the agreement, Sierra Wireless shareholders will receive
US$31 per common share. This represents a premium of approximately 25% to the
closing price of Sierra Wireless’ common stock on July 29, 2022, the last
trading day prior to media speculation regarding a potential transaction, and a
premium of approximately 30% to Sierra Wireless’ unaffected 30-day volume
weighted average price. Semtech intends to fund the transaction with cash on
hand and committed debt financing arranged by J.P. Morgan.
This transaction has been approved by the Semtech and Sierra Wireless Boards of
Directors. This transaction is subject to approval by Sierra Wireless
shareholders, certain regulatory bodies and the Supreme Court of British
Columbia, and other customary closing conditions. This transaction is expected
to close in Semtech’s fiscal year 2023. Until close, the parties remain separate
independent companies.
Sierra Wireless Preliminary Financial Results
In a separate press release issued today, Sierra Wireless announced preliminary
details relating to certain of its financial results for its second quarter of
2022. Sierra Wireless will issue a press release to share its full second
quarter financial results after the market closes Aug. 11, 2022. The Sierra
Wireless preliminary results press release is available on its website.
In light of the pending transaction, Sierra Wireless is canceling its second
quarter financial results conference call previously scheduled for Aug. 11,
2022.
Semtech Conference Call
Semtech will host a conference call for the financial community today to discuss
the acquisition.
* Tuesday, Aug. 2, 3:00 p.m. PT (6:00 p.m. ET)
* Join online: Webcast
* Join by phone: (877) 407-0312 (Toll-Free) or +1 (201) 389-0899
* Conference ID: 13732055
A replay of the webcast will be available approximately two hours after the
conclusion of the live call on the events calendar on Semtech’s investor
website.
Advisers
J.P. Morgan Securities LLC is serving as the exclusive financial adviser to
Semtech. O’Melveny & Myers LLP is serving as its U.S. legal counsel and Stikeman
Elliott LLP is its Canadian legal counsel.
Qatalyst Partners and BMO Capital Markets are serving as financial advisers to
Sierra Wireless. Skadden, Arps, Slate, Meagher & Flom LLP is serving as its U.S.
legal counsel and Blake, Cassels & Graydon LLP is its Canadian legal counsel.
About Semtech
Semtech Corporation is a leading global supplier of high-performance analog and
mixed-signal semiconductors and advanced algorithms for infrastructure, high-end
consumer and industrial equipment. Products are designed to benefit the
engineering community as well as the global community. The Company is dedicated
to reducing the impact it, and its products, have on the environment. Internal
green programs seek to reduce waste through material and manufacturing control,
use of green technology and designing for resource reduction. Publicly traded
since 1967, Semtech is listed on the Nasdaq Global Select Market under the
symbol SMTC. For more information, visit www.semtech.com.
About Sierra Wireless
Sierra Wireless (Nasdaq: SWIR) (TSX: SW) is a world leading IoT solutions
provider that combines devices, network services, and software to unlock value
in the connected economy. Sierra Wireless works with its customers to develop
the right industry-specific solution for their IoT deployments, whether this is
an integrated solution to help connect edge devices to the cloud, a software/API
service to manage processes with billions of connected assets, or a platform to
extract real-time data to improve business decisions. With more than 25 years of
cellular IoT experience, Sierra Wireless is a global partner customers trust to
deliver them their next IoT solution. For more information, visit
www.sierrawireless.com.
Investors & Communications Contacts
Semtech
Julie McGee
Chief Marketing Officer
jmcgee@semtech.com
Sierra Wireless
Louise Matich
Senior Corporate Communications Lead
pr@sierrawireless.com
Sean Fallis
Vice President, Finance
investor@sierrawireless.com
Forward-Looking and Cautionary Statements
This press release contains "forward-looking statements" within the meaning of
the “safe harbor” provisions of the Private Securities Litigation Reform Act of
1995, as amended, and “forward-looking information” within the meaning of
Canadian securities legislation (collectively, “forward-looking statements”),
and is based on management’s current expectations, estimates and projections
regarding future events. Forward-looking statements are statements other than
historical information or statements of current condition and, as used in this
press release, relate to matters such as, among others, the consummation of the
proposed transaction and the expected timing thereof, the synergies and other
benefits to be realized if the proposed transaction is consummated, including
the impact on Semtech’s revenues, non-GAAP EPS, IoT SAM and addressable market,
and Semtech’s ability to grow its business, optimize its product portfolio and
achieve its sustainability goals. Statements containing words such as “may,”
“believes,” “anticipates,” “expects,” “intends,” “plans,” “projects,”
“estimates,” “should,” “will,” “designed to,” or “projections,” or other similar
expressions also constitute forward-looking statements.
Forward-looking statements involve known and unknown risks, uncertainties and
other factors that could cause actual results and events to differ from those
expressed or implied by such forward-looking statements. Potential factors that
could cause actual results to differ materially from those in the
forward-looking statements include, but are not limited to: the failure of
Sierra Wireless to obtain shareholder approval as required for the proposed
transaction; the failure to obtain regulatory approvals required for the closing
of the proposed transaction, including the approval of the Supreme Court of
British Columbia; the failure to satisfy the conditions to the closing of the
proposed transaction; the effect of the announcement of the proposed transaction
on the ability of Semtech or Sierra Wireless to retain and hire key personnel
and maintain business relationships with customers, suppliers and others with
whom they each do business, or on Semtech’s or Sierra Wireless’ operating
results, the market price of common stock and business generally; potential
legal proceedings relating to the proposed transaction and the outcome of any
such legal proceeding; the inherent risks, costs and uncertainties associated
with integrating the businesses successfully and risks of not achieving all or
any of the anticipated benefits of the proposed transaction, or the risk that
the anticipated benefits of the proposed transaction may not be fully realized
or take longer to realize than expected; the occurrence of any event, change or
other circumstances that could give rise to the termination of the arrangement
agreement; the risk that the proposed transaction will not be consummated within
the expected time period, or at all; the uncertainty surrounding the impact and
duration of supply chain constraints and any associated disruptions; the
uncertainty surrounding the impact and duration of the COVID-19 pandemic;
worldwide economic and political disruptions as a result of current
macroeconomic conditions or the ongoing conflict between Russia and Ukraine;
competitive changes in the marketplace including, but not limited to, the pace
of growth or adoption rates of applicable products or technologies; downturns in
the business cycle; and the additional risk factors set forth in Semtech’s
Annual Report on Form 10-K filed with the Securities and Exchange Commission
(“the SEC”) (www.sec.gov) on March 16, 2022 and Sierra Wireless’ Annual
Information Form included as part of Sierra Wireless’ Form 40-F filed with the
SEC on March 18, 2022 and available under Sierra Wireless’ profile on SEDAR
(www.sedar.com), in each case, as such risk factors may be updated, amended or
superseded from time to time by subsequent reports that Semtech or Sierra
Wireless files with the SEC. These forward-looking statements are made as of the
date of this press release and Semtech and Sierra Wireless assume no obligation
to update any forward-looking statements in order to reflect events or
circumstances that may arise after the date of this release, except as required
by law.
Semtech, the Semtech logo and LoRa are registered trademarks or service marks,
and LoRa Cloud is a trademark or service mark, of Semtech Corporation or its
affiliates.
“Sierra Wireless” is a registered trademark of Sierra Wireless, Inc. Other
product or service names mentioned herein may be the trademarks of their
respective owners.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in connection with
the proposed acquisition of Sierra Wireless by Semtech. This communication shall
not constitute an offer to sell or the solicitation of an offer to buy any
securities or a solicitation of any vote or approval. In connection with the
proposed acquisition, Sierra Wireless intends to file a management information
circular with the SEC and the Canadian securities regulatory authorities which
will be mailed or otherwise disseminated to Sierra Wireless shareholders. SIERRA
WIRELESS SHAREHOLDERS ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED OR TO BE
FILED WITH THE SEC AND CANADIAN SECURITIES REGULATORY AUTHORITIES, INCLUDING THE
MANAGEMENT INFORMATION CIRCULAR, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED ACQUISITION. Investors and shareholders will be able to obtain the
documents free of charge when they become available at the SEC's web site,
http://www.sec.gov, and at the Canadian Securities Administrator's website,
www.sedar.com, or from Sierra Wireless at
https://www.sierrawireless.com/company/investor-information/ or by directing a
request to Sierra Wireless’ Investor Relations Department at
investor@sierrawireless.com. Such documents are not currently available.
SMTC-F
###
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