From the Wires
Sierra Wireless, Inc. Receives TSX Approval for Normal Course Issuer Bid
Feb. 6, 2013 04:34 PM
Sierra Wireless, Inc. (NASDAQ: SWIR) (TSX: SW) (“Sierra Wireless” or the
“Company”) today announced that it has received approval from the
Toronto Stock Exchange (“TSX”) of its Notice of Intention to Make a
Normal Course Issuer Bid (the “Bid”).
Pursuant to the Bid, Sierra Wireless may purchase for cancellation up to
1,529,687 of its common shares (“Common Shares”), or approximately 5% of
the Common Shares outstanding as of the date of this announcement
(representing 5.1% of the public float). As of January 31, 2013, there
were 30,593,751 Common Shares of Sierra Wireless issued and outstanding,
and the public float consisted of 30,020,245 Common Shares.
The purchases will be made by Sierra Wireless through the facilities and
in accordance with the rules of the TSX and Rule 10b-18 under the U.S.
Securities Exchange Act of 1934 (“Rule 10b-18”), and the price which
Sierra Wireless will pay for any such Common Shares will be the market
price at the time of acquisition. Sierra Wireless will make no purchases
of Common Shares other than open market purchases or other means
approved by the TSX. Other than block purchases allowable under the TSX
rules, purchases will be subject to a daily restriction of 13,322 Common
Shares, being 25% of the average daily trading volume for the preceding
six months. In addition, purchases of Common Shares through the
facilities of the Nasdaq Stock Market (“Nasdaq”) will be made in
compliance with Rule 10b-18, which contains similar restrictions on the
number of shares that may be repurchased based on the average daily
trading volumes of the Common Shares on Nasdaq, subject to certain
exceptions for block purchases. In addition, purchases may also be made
through other Canadian marketplaces.
The actual number of Common Shares of the Company that are purchased for
cancellation under the Bid, if any, and the timing of such purchases
will be determined by the Company. The Board of Directors of Sierra
Wireless believes that the proposed purchases are in the best interests
of Sierra Wireless and are a desirable use of corporate funds.
To the knowledge of the Company, no director, senior officer or other
insider of Sierra Wireless currently intends to sell any Common Shares
under this Bid. However, sales by such persons through the facilities of
the TSX or Nasdaq may occur if the personal circumstances of any such
person changes or any such person makes a decision unrelated to these
normal course purchases. The benefits to any such person whose shares
are purchased would be the same as the benefits available to all other
holders whose shares are purchased.
The Bid will commence on February 14, 2013 and will terminate on the
earlier of: (i) February 13, 2014, (ii) the date Sierra Wireless
completes its purchases pursuant to the notice of intention filed with
the TSX, or (iii) the date of notice by Sierra Wireless of termination
of the Bid.
Over the past 12 months, the Company has purchased, pursuant to a normal
course issuer bid, 800,000 Common Shares at a weighted average price of
$7.89 per Common Share.
Cautionary Note Regarding Forward-Looking Statements
statements and information in this press release are not based on
historical facts and constitute forward-looking statements or
forward-looking information within the meaning of the U.S. Private
Securities Litigation Reform Act of 1995 and Canadian securities laws
(“forward-looking statements”). Forward-looking statements are provided
to help you understand our views of our short and longer term prospects.
We caution you that forward-looking statements may not be appropriate
for other purposes. We will not update or revise our forward-looking
statements unless we are required to do so by securities laws.
Typically include words and phrases about the future such as
“outlook”, “may”, “estimates”, “intends”, “believes”, “plans”,
“anticipates” and “expects”.
Are not promises or guarantees of future performance. They represent
our current views and may change significantly.
Are based on a number of material assumptions, including those listed
below, which could prove to be significantly incorrect:
Our ability to develop, manufacture and sell new products and services
that meet the needs of our customers and gain commercial acceptance;
Our ability to continue to sell our products and services in the
expected quantities at the expected prices and expected times;
Expected cost of goods sold;
Expected component supply constraints;
Our ability to “win” new business;
Expected deployment of next generation networks by wireless network
Our operations are not adversely disrupted by component shortages or
other development, operating or regulatory risks; and
Expected tax rates relative mix of earnings amongst the tax
jurisdictions in which we operate, along with foreign exchange rates.
Are subject to substantial known and unknown material risks and
uncertainties. Many factors could cause our actual results,
achievements and developments in our business to differ significantly
from those expressed or implied by our forward-looking statements,
including, without limitation, the following factors, most of which
are discussed in greater detail. These risk factors and others are
discussed in our Annual Information Form and Management’s Discussion
and Analysis of Financial Condition and Results of Operations, which
may be found on SEDAR at www.sedar.com
and on EDGAR at www.sec.gov and in our other regulatory filings with
the Securities and Exchange Commission in the United States and the
Provincial Securities Commissions in Canada.
We may experience higher than anticipated costs; disruption of, and
demands on, our ongoing business; diversion of management’s time and
attention; adverse effects on existing business relationships with
suppliers and customers and employee issues in connection with the
divestiture of the AirCard assets and operations
Actual sales volumes or prices for our products and services may be
lower than we expect for any reason including, without limitation, the
continuing uncertain economic conditions, competition, different
product mix, the loss of any of our significant customers;
The cost of products sold may be higher than planned or necessary
component supplies may not be available, are delayed or are not
available on commercially reasonable terms;
We may be unable to enforce our intellectual property rights or may be
subject to litigation that has an adverse outcome;
The development and timing of the introduction of our new products may
be later than we expect or may be indefinitely delayed;
Transition periods associated with the migration to new technologies
may be longer than we expect.
About Sierra Wireless
Sierra Wireless (NASDAQ: SWIR) (TSX:
SW) offers industry-leading mobile computing and machine-to-machine
(M2M) communications products and solutions that connect people,
devices, and applications over cellular networks. Wireless service
providers, equipment manufacturers, enterprises and government
organizations around the world depend on us for reliable wireless
technology. We offer 2G, 3G and 4G wireless modems, routers and gateways
as well as a comprehensive suite of software, tools, and services that
ensure our customers can successfully bring wireless applications to
market. For more information about Sierra Wireless, visit www.sierrawireless.com.