6-K
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
March 2, 2009
(Commission File. No 0-30718)
SIERRA WIRELESS, INC., A CANADIAN CORPORATION
(Translation of registrants name in English)
13811 Wireless Way
Richmond, British Columbia, Canada V6V 3A4
(Address of principal executive offices and zip code)
Registrants Telephone Number, including area code: 604-231-1100
Indicate by check mark whether the registrant files or will file annual reports under cover of Form
20-F or Form 40-F:
Form 20-F o 40-F þ
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: o No: þ
TABLE OF CONTENTS
On March 2, 2009, Sierra Wireless, Inc. issued the following press release:
News Release
Contact:
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Sharlene Myers
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Lisa Ann Sanders |
Sierra Wireless
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Wavecom |
Phone: +1 (604) 232-1445
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Phone: +33 1 46 29 41 81 |
Email: smyers@sierrawireless.com
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Email: lisaann.sanders@wavecom.com |
Sierra Wireless Completes Acquisition of Wavecom
Vancouver, Canada and Issy-les-Moulineaux, France March 2 , 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, confirmed today that the cash payment to financial intermediaries for the ordinary
shares and OCEANEs tendered into the offer launched in France by Sierra Wireless France, a wholly
owned subsidiary of Sierra Wireless, Inc., occurred on February 27, 2009. These shares and OCEANEs
were delivered to Sierra Wireless France on February 27, 2009. Payment for the securities tendered
into the offer launched in the United States by Sierra Wireless France will follow shortly.
Subsequent Offering Period from March 11 to 31, 2009
Subject to the publication of a calendar of the subsequent offering period in France by the AMF, a
subsequent offering period in France and the United States will start on March 11, 2009, and will
be open for a period of 15 trading days. Sierra Wireless France has irrevocably undertaken to
accept all ordinary shares, American Depositary Shares (ADSs) and OCEANEs tendered in the
subsequent offering period. The offer price for the ordinary shares is 8.50 per share, and the
offer price for the OCEANEs is 31.93 plus unpaid accrued interest (calculated pro rata to the
number of days from the last interest payment date to the day of settlement for the OCEANEs) per
OCEANE. The offer price for the ADSs is the US dollar equivalent of 8.50 per ADS.
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 Wavecom shares and
OCEANEs from Euronext and ADSs from NASDAQ.
About Sierra Wireless
Global Leader in Wireless Solutions 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. Sierra Wireless 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 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. Wavecom 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, and several Plug-Ins (GPS,
TCP/IP, security, Bluetooth, Lua script and more). Wavecom 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.
Further Information
The tender offers described here are being made for the ordinary shares, the ADSs and 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 dinformation 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 SECs 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 AMFs website (www.amf-france.org.), and with the
SEC, from the SECs 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).
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 statements relating to the offers for the
ordinary shares, the ADSs, and the OCEANEs of Wavecom and the results of such offers, the combined
companys future business prospects and projected position in the wireless data and M2M markets,
the outlook for the combined companys future operations, plans and timing for the introduction or
enhancement of its services and products, strategies or developments, future market conditions and
supply conditions. 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. 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 Wavecoms respective filings and reports, which may be
found on SEDAR at www.sedar.com, on EDGAR at www.sec.gov, on the AMFs website at
www.amf-france.org, and in each of their other regulatory filings with the AMF in France, the SEC
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 managements 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.
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: |
/s/ David G. McLennan
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David G. McLennan |
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Chief Financial Officer and Secretary |
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Date: March 2, 2009