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Numerex Corp. Announces Date of Special Meeting to Approve Merger with Sierra Wireless
Friday, November 3, 2017Company Profile | Careers | Follow Company
Richmond, BC, November 3, 2017--(T-Net)--Numerex Corp. (NASDAQ:NMRX) announced this week that it has scheduled a special meeting of shareholdersfor December 6th to consider and vote on a proposal to approve and adopt the previously announced Agreement and Plan of Merger with Richmond, BC-based Sierra Wireless, Inc. (NASDAQ:SWIR) (TSX:SW) and Wireless Acquisition Sub, Inc., a subsidiary of Sierra Wireless.
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Editor's Note: See our earlier full coverage of this major merger and acquisition announcement involving Sierra Wireless here:
Sierra Wireless, Inc., a leading provider of fully integrated device-to-cloud solutions for the Internet of Things (IoT), and Numerex Corp. (NASDAQ:NMRX) entered into a definitive merger agreement in Aug 2017 under which Sierra Wireless will acquire Numerex in a stock-for-stock merger transaction, in a transaction valued at approximately $133 Million (US$107 million).
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Pursuant to the Merger Agreement, upon completion of the merger, Numerex shareholders will receive a fixed exchange ratio of 0.1800 common shares of Sierra Wireless for each share of Numerex common stock.
Numerex shareholders of record at the close of business on October 19, 2017 (the “Record Date”) will be entitled to notice of, and to vote at, the Special Meeting, which is scheduled to be held on Wednesday, December 6, 2017, at 10:00 a.m., Eastern Time, at the Atlanta Marriott Northwest at Galleria, 200 Interstate North Parkway SE, Atlanta, Georgia.
About Numerex Corp.
Numerex Corp. (NASDAQ:NMRX) is a leading provider of enterprise solutions enabling the Internet of Things (IoT). The Company's solutions produce new revenue streams or create operating efficiencies for its customers. Numerex provides its technology and services through its integrated platforms, which are generally sold on a subscription basis. The Company offers a portfolio of managed end-to-end IoT solutions including smart devices, network connectivity and service applications capable of addressing the needs of a wide spectrum of vertical markets and industrial customers. The Company's mission is to empower enterprise operations with world-class, managed IoT solutions that are simple, innovative, scalable, and secure. For additional information, please visit www.numerex.com.
About Sierra Wireless
Sierra Wireless (NASDAQ: SWIR) (TSX: SW) is building the Internet of Things with intelligent wireless solutions that empower organizations to innovate in the connected world. Customers start with Sierra because we offer the industry's most comprehensive portfolio of 2G, 3G and 4G embedded modules and gateways, seamlessly integrated with our secure cloud and connectivity services. OEMs and enterprises worldwide trust our innovative solutions to get their connected products and services to market faster. Sierra Wireless has more than 1,100 employees globally and operates R&D centers in North America, Europe and Asia. For more information, visit www.sierrawireless.com.
"AirPrime," "AirLink," and "AirVantage" are trademarks of Sierra Wireless. Other product or service names mentioned herein may be the trademarks of their respective owners.
Forward-Looking Statements
This press release contains, and other statements may contain, forward-looking statements with respect to Numerex and its future financial or business performance, conditions or strategies and other financial and business matters, including expectations regarding growth trends and activities. Forward-looking statements are typically identified by words or phrases such as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “assume,” “strategy,” “plan,” “outlook,” “outcome,” “continue,” “remain,” “trend,” and variations of such words and similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “may,” or similar expressions. Numerex cautions that these forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. These forward-looking statements speak only as of the date of this press release, and Numerex assumes no duty to update forward-looking statements. Actual results could differ materially from those anticipated in these forward-looking statements and future results could differ materially from historical performance. Risk factors regarding Numerex are discussed in the Proxy Statement/Prospectus, Numerex's Annual Report on Form 10-K for the year ended December 31, 2016, which may be found on EDGAR at www.sec.gov, and in the Company's other regulatory filings with the Securities and Exchange Commission (the “SEC”).
No Offer or Solicitation
This press release is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy, sell or solicit any securities or any proxy, vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be deemed to be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. In connection with the proposed merger, Sierra Wireless has filed with the SEC a registration statement on Form F-4 (File No. 333-220512) (the “Form F-4 ”), which includes the Proxy Statement/Prospectus. The Form F-4 was declared effective by the SEC on October 30, 2017 and the Proxy Statement/Prospectus was first mailed to Numerex shareholders as of the Record Date on October 31, 2017. Investors are urged to read the Proxy Statement/Prospectus and the Form F-4 (including all amendments and supplements thereto) filed, and other relevant documents that will be filed, with the SEC carefully and in their entirety if and when they become available because they will contain important information about the proposed Merger and related matters.
Company Snapshot |
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Sierra Wireless (a Semtech Company)
Richmond, BC (Wireless)
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