Sierra Wireless (NASDAQ: SWIR) (TSX: SW) today announced it has entered into an exclusivity agreement for the acquisition of Sagemcom's machine-to-machine (M2M) business. Sierra Wireless has submitted a binding offer to acquire substantially all of the assets of the business for €44.9 million in cash consideration plus assumed liabilities.
The proposed acquisition remains subject to completion of the consultation process with employee representatives. This process is expected to commence immediately and, when complete, Sagemcom will be able to enter into a definitive agreement with Sierra Wireless. The companies expect this to occur in the third quarter.
Sagemcom, a leading French high-technology group active in broadband, telecom, energy, and document management, was an early entrant in the M2M market. The company has successfully built a growing M2M franchise that includes 2G and 3G wireless modules, as well as industry-leading rugged terminals for GSM-Railway (GSM-R) applications. Sagemcom M2M offers Sierra Wireless a significantly enhanced market position in key segments, including payment, transportation, and railways, as well as new geographical expansion into Brazil.
"Combining Sagemcom's M2M business with Sierra Wireless is a unique opportunity for us to enter new markets and bolster our leadership in wireless M2M communications," said Jason Cohenour, President and CEO of Sierra Wireless. "With a strong market position in key segments, a culture of innovation, and experienced teams based in Paris and Shenzhen, Sagemcom M2M is an ideal fit for Sierra Wireless."
Sagemcom's M2M business generated approximately €39.9 million in revenue and was solidly profitable during the twelve-month period ended December 31, 2011. Sierra Wireless plans to fund the purchase price out of cash reserves and the acquisition is expected to be immediately accretive to Non-GAAP earnings. More detailed financial information will be provided when Sierra Wireless presents its second quarter results on August 2.
Conference Call, Webcast and Instant Replay Details
Sierra Wireless President and CEO, Jason Cohenour, and CFO, David McLennan, will host a conference call and webcast with analysts and investors to review the announcement on Monday, June 18, 2012, at 8:00 AM Eastern Standard Time (5:00 AM PST). A live slide presentation will be available for viewing during the call from the link provided below.
To participate in this conference call, please dial the following number approximately ten minutes prior to the commencement of the call:
- Toll-free (Canada and US): 1-877-201-0168
- Alternate number: 1-647-788-4901
- Conference ID: 92848615
For those unable to participate in the live call, a replay will be available until July 3, 2012. Dial 1-855-859-2056 or 1-800-585-8367 and enter the Conference ID number above to access the replay.
To access the webcast, please follow the link below:
http://www.snwebcastcenter.com/.... The webcast will remain available at the above link for one year following the call.
We look forward to having you participate in our call.
About Sagemcom
French high-technology group with an international dimension, Sagemcom operates on markets of broadband (digital home, digital set-top box, broadband and residential terminals), telecom and energy (M2M, telecommunications infrastructure, smartgrid and metering), and management of documents (printing terminals, software and solutions, digital production workflow). With a turnover of about 1.5 billion Euros, Sagemcom employs 4 600 people on five continents; already a European leader in most of its key markets, Sagemcom aims to become a world leader in high added value communicating terminals. Sagemcom is strongly committed to sustainable development through the life cycle of its products: eco-design, energy consumption, ethical code of all its suppliers. For more information: www.sagemcom.com
Forward Looking Statements
This press release contains forward-looking statements that involve risks and uncertainties. These forward-looking statements relate to, among other things, our proposed acquisition of the Sagemcom M2M business and expectations regarding the combination of that business with our existing business, statements about future market conditions, supply conditions, channel and end customer demand conditions, revenues, gross margins, operating expenses, profits, and other expectations, intentions, and plans contained in this press release that are not historical fact. Our expectations regarding future revenues and earnings depend in part upon our ability to successfully develop, manufacture, and supply products that we do not produce today. When used in this press release, the words "plan", "expect", "believe", and similar expressions may identify some forward-looking statements. These forward-looking statements reflect our current expectations. They are subject to a number of risks and uncertainties, including, but not limited to, whether Sagemcom will enter into a definitive agreement with us, whether we will successfully complete the acquisition of the Sagemcom M2M business, as well as the risks commonly encountered in acquisition of businesses, which risks (and others) are discussed in our Annual Information Form and Management's Discussion and Analysis of Financial Condition and Results of Operation, which may be found on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. You should understand that we cannot assure you that the forward-looking statements contained in this press release will be realized.
The proposed acquisition remains subject to completion of the consultation process with employee representatives. This process is expected to commence immediately and, when complete, Sagemcom will be able to enter into a definitive agreement with Sierra Wireless. The companies expect this to occur in the third quarter.
Sagemcom, a leading French high-technology group active in broadband, telecom, energy, and document management, was an early entrant in the M2M market. The company has successfully built a growing M2M franchise that includes 2G and 3G wireless modules, as well as industry-leading rugged terminals for GSM-Railway (GSM-R) applications. Sagemcom M2M offers Sierra Wireless a significantly enhanced market position in key segments, including payment, transportation, and railways, as well as new geographical expansion into Brazil.
"Combining Sagemcom's M2M business with Sierra Wireless is a unique opportunity for us to enter new markets and bolster our leadership in wireless M2M communications," said Jason Cohenour, President and CEO of Sierra Wireless. "With a strong market position in key segments, a culture of innovation, and experienced teams based in Paris and Shenzhen, Sagemcom M2M is an ideal fit for Sierra Wireless."
Sagemcom's M2M business generated approximately €39.9 million in revenue and was solidly profitable during the twelve-month period ended December 31, 2011. Sierra Wireless plans to fund the purchase price out of cash reserves and the acquisition is expected to be immediately accretive to Non-GAAP earnings. More detailed financial information will be provided when Sierra Wireless presents its second quarter results on August 2.
Conference Call, Webcast and Instant Replay Details
Sierra Wireless President and CEO, Jason Cohenour, and CFO, David McLennan, will host a conference call and webcast with analysts and investors to review the announcement on Monday, June 18, 2012, at 8:00 AM Eastern Standard Time (5:00 AM PST). A live slide presentation will be available for viewing during the call from the link provided below.
To participate in this conference call, please dial the following number approximately ten minutes prior to the commencement of the call:
- Toll-free (Canada and US): 1-877-201-0168
- Alternate number: 1-647-788-4901
- Conference ID: 92848615
For those unable to participate in the live call, a replay will be available until July 3, 2012. Dial 1-855-859-2056 or 1-800-585-8367 and enter the Conference ID number above to access the replay.
To access the webcast, please follow the link below:
http://www.snwebcastcenter.com/.... The webcast will remain available at the above link for one year following the call.
We look forward to having you participate in our call.
About Sagemcom
French high-technology group with an international dimension, Sagemcom operates on markets of broadband (digital home, digital set-top box, broadband and residential terminals), telecom and energy (M2M, telecommunications infrastructure, smartgrid and metering), and management of documents (printing terminals, software and solutions, digital production workflow). With a turnover of about 1.5 billion Euros, Sagemcom employs 4 600 people on five continents; already a European leader in most of its key markets, Sagemcom aims to become a world leader in high added value communicating terminals. Sagemcom is strongly committed to sustainable development through the life cycle of its products: eco-design, energy consumption, ethical code of all its suppliers. For more information: www.sagemcom.com
Forward Looking Statements
This press release contains forward-looking statements that involve risks and uncertainties. These forward-looking statements relate to, among other things, our proposed acquisition of the Sagemcom M2M business and expectations regarding the combination of that business with our existing business, statements about future market conditions, supply conditions, channel and end customer demand conditions, revenues, gross margins, operating expenses, profits, and other expectations, intentions, and plans contained in this press release that are not historical fact. Our expectations regarding future revenues and earnings depend in part upon our ability to successfully develop, manufacture, and supply products that we do not produce today. When used in this press release, the words "plan", "expect", "believe", and similar expressions may identify some forward-looking statements. These forward-looking statements reflect our current expectations. They are subject to a number of risks and uncertainties, including, but not limited to, whether Sagemcom will enter into a definitive agreement with us, whether we will successfully complete the acquisition of the Sagemcom M2M business, as well as the risks commonly encountered in acquisition of businesses, which risks (and others) are discussed in our Annual Information Form and Management's Discussion and Analysis of Financial Condition and Results of Operation, which may be found on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. You should understand that we cannot assure you that the forward-looking statements contained in this press release will be realized.
