Sierra Wireless, Inc. (NASDAQ: SWIR) (TSX: SW), the provider of fully integrated device-to-cloud solutions for the Internet of Things (IoT), has completed the previously announced acquisition of Numerex Corp. (NASDAQ: NMRX), the company said.
In accordance with the terms of the Agreement and Plan Merger, dated as of Aug. 2, 2017, by and among Numerex, Sierra Wireless and Wireless Acquisition Sub, Inc., a wholly owned subsidiary of Sierra Wireless, Sierra Wireless issued 3,588,784 common shares as merger consideration in exchange for all of the outstanding shares of Numerex common stock and certain outstanding Numerex equity awards and warrants.
Additionally, approximately US USD 24 million in the aggregate was paid at closing to retire outstanding Numerex debt and to repurchase an outstanding Numerex warrant. Including the new shares issued, Sierra Wireless´ number of common shares outstanding has increased to approximately 35,808,436 shares.
In connection with the completion of the Merger, Numerex has become a wholly owned subsidiary of Sierra Wireless and Numerex common stock will be delisted from the Nasdaq and will be deregistered under the US Securities Exchange Act of 1934, as amended. Common shares of Sierra Wireless will continue to trade on both the Nasdaq and the TSX under the symbols “SWIR” and “SW”, respectively.
Blake, Cassels & Graydon LLP, Skadden, Arps, Slate, Meagher & Flom LLP and Jones Day acted as Sierra Wireless´ legal advisors, and Arnold & Porter Kaye Scholer LLP acted as Numerex´s legal advisor. RBC Capital Markets acted as financial advisor to Sierra Wireless and Deutsche Bank Securities Inc. acted as financial advisor to Numerex.
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.
Numerex Corp. (NASDAQ: NMRX) is a provider of enterprise solutions enabling the Internet of Things (“IoT”). Numerex´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. Numerex 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. Numerex´s mission is to empower enterprise operations with world-class, managed IoT solutions that are simple, innovative, scalable, and secure. For additional information, visit www.numerex.com.