Sierra Wireless’ Tender Offers for Wavecom Are Successful

Wavecom - 18.02.2009
Sierra Wireless (NASDAQ: SWIR - TSX: SW), a leading provider of wireless solutions for mobile computing, and Wavecom (Paris: AVM – NASDAQ: WVCM), a leading provider of embedded wireless technology for M2M (machine-to-machine) communication, announced today that Sierra Wireless France’s all-cash tender offers for Wavecom securities in France and the United States were successful.

The preliminary results of the tender offers were published today by the French stock market authority, the AMF (Autorité des marchés financiers). As of the expiration date of February 12, 2009, 13,353,912 ordinary shares were tendered to the offers (including ordinary shares represented by American Depositary Shares, the "ADSs"), which represent 84.34% of outstanding Wavecom shares. In addition, 2,571,022 OCEANE convertible bonds (the "OCEANEs") were tendered to the offers, which represent 99.97% of the outstanding OCEANEs. The tendered securities represent 90.59% of the voting rights of Wavecom, and therefore, the minimum tender condition of the offers has been satisfied.

"We are very pleased with the results of the tender offers and we are excited about Sierra Wireless and Wavecom joining forces. Together, the two companies are uniquely positioned to become a global leader in wireless for mobile computing and M2M, with one of the most comprehensive product portfolios in the industry, significant presence in all regions globally, and world-leading customers," said Jason Cohenour, President and CEO of Sierra Wireless. "Based on the complementary nature of the businesses, we expect a fast integration with very little impact on operations. During the integration and beyond, we will be focused on delivering market leading support to our customers and working aggressively to expand market share by leveraging our combined product lines and channels."

Sierra Wireless and Wavecom expect that the AMF will announce the final results of the tender offers on or before February 25, 2009. The settlement of the French tender offer and cash payment to financial intermediaries for the tendered ordinary shares and OCEANEs is scheduled to occur on or around March 3, 2009.

Upon confirmation of these preliminary results, the tender offers will be reopened within 10 trading days for a subsequent offering period of at least 10 trading days in France and the United States. Sierra Wireless expects to publish a timetable for the subsequent offering period for both tender offers on, or shortly after, publication of the final results of the tender offers by the AMF.

Shortly after the closing of the subsequent offering period, provided applicable legal requirements are satisfied, Sierra Wireless France intends to implement a squeeze-out of the shares and OCEANEs that have not been tendered to the offers and to request the delisting of the Wavecomshares and OCEANEs from Euronext and of the ADSs from NASDAQ.

Further Information:
The tender offers described here are being made for the ordinary shares, the ADSs and 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 is being made only pursuant to the offer to purchase and related materials that Sierra Wireless France filed with the AMF or the U.S. Securities and Exchange Commission (the "SEC"). Wavecom security holders and other investors should read carefully the filed documents listed below, 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 offers.

Copies of the note d’information approved by the AMF under visa no. 09-002 dated January 6, 2009, as well as the "other information document", are available on the Sierra Wireless, Inc. website (www.sierrawireless.com) and the AMF website (www.amf-france.org) and can be obtained for free from Lazard Frères Banque, 121 boulevard Haussmann, 75008 Paris.

Copies of the note en réponse approved by the AMF under visa no. 09-003 dated January 6, 2009, as well as the "other information document", are available on the Wavecom website (www.wavecom.com) and the AMF website (www.amf-france.org) and can be obtained for free from Wavecom, 3, esplanade du Foncet, 92442 Issy-les-Moulineaux and Merrill Lynch Capital Markets (France) SAS, 112, avenue Kléber, 75761 Paris.

Copies of the Tender Offer Statement on Schedule TO filed by Sierra Wireless France and the Schedule 14D-9 filed by Wavecom, are available from the SEC’s website (www.sec.gov). Such materials filed by Sierra Wireless France and Wavecom are also available for free on the websites of Sierra Wireless, Inc. (www.sierrawireless.com) and Wavecom (www.wavecom.com). Wavecom security holders and other investors can obtain copies of these tender offer materials and any other documents filed with the AMF from the AMF's website (www.amf-france.org.), and with the SEC, from the SEC's website (www.sec.gov), in each case without charge. Such materials filed by Sierra Wireless France will also be available for free at Sierra Wireless' website (www.sierrawireless.com).
 
 
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