SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 5, 2023
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|Common Stock, par value $0.01 per share||SMTC||The Nasdaq Global Select Market|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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|Item 8.01|| |
As previously disclosed, on August 2, 2022, Semtech Corporation, a Delaware corporation (“Semtech”), Sierra Wireless, Inc., a corporation existing under the Canada Business Corporations Act (“Sierra Wireless”), and 13548597 Canada Inc., a corporation formed under the Canada Business Corporations Act, and a wholly owned subsidiary of Semtech (the “Purchaser”), entered into an Arrangement Agreement (the “Arrangement Agreement”), pursuant to which, among other things, Purchaser will acquire all of the issued and outstanding common shares of Sierra Wireless (the “Arrangement”).
The consummation of the Arrangement is subject to the satisfaction or waiver of certain closing conditions including, among other things, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Waiting Period”). As previously disclosed on October 18, 2022, Semtech and Sierra Wireless each received a request for additional information and documentary material (the “Second Request”) from the Antitrust Division of the U.S. Department of Justice in connection with the Arrangement. On January 5, 2023, Semtech and Sierra issued a joint press release announcing notification that the HSR Waiting Period had been terminated. A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Semtech currently anticipates the closing of the Arrangement will occur on or about January 12, 2023, subject to the satisfaction (or, to the extent permitted by applicable law, waiver) of the conditions set forth in the Arrangement Agreement that by their nature are to be satisfied at the closing of the Arrangement.
|Item 9.01|| |
Financial Statements and Exhibits.
|99.1||Joint Press Release of Semtech Corporation and Sierra Wireless, Inc. issued on January 5, 2023.|
|104||Cover Page Interactive Data File (embedded within the inline XBRL document).|
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 hereunto duly authorized.
|Date: January 5, 2023|
|Name:||Emeka N. Chukwu|
|Title:||Chief Financial Officer|
SEMTECH CORPORATION AND SIERRA WIRELESS ANNOUNCE TERMINATION OF THE
WAITING PERIOD UNDER THE HSR ACT
Closing of the Transaction is now Expected to Occur on or About January 12, 2023
CAMARILLO, Calif., and Vancouver, British Columbia, January 5, 2023 Semtech Corporation (Nasdaq: SMTC) (Semtech) and Sierra Wireless, Inc. (Nasdaq: SWIR) (TSX: SW) (Sierra) today announced the termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the HSR Act).
As previously disclosed on October 18, 2022, Semtech and Sierra each received a request for additional information and documentary material (the Second Request) from the Antitrust Division of the U.S. Department of Justice (the DOJ) in connection with the DOJs review of Semtechs pending acquisition of Sierra (the Transaction). On January 5, 2023, Semtech and Sierra were notified that the waiting period had been terminated.
The parties currently anticipate that the closing of the Transaction will occur on or about January 12, 2023, subject to the satisfaction (or, to the extent permitted by applicable law, waiver) of the closing conditions set forth in the Arrangement Agreement that by their nature are to be satisfied at the closing of the Transaction.
Semtech Corporation is a leading global supplier of high performance analog and mixed-signal semiconductors and advanced algorithms for infrastructure, high-end consumer and industrial equipment. Semtechs products are designed to benefit the engineering community as well as the global community. Semtech is dedicated to reducing the impact it, and its products, have on the environment. Internal green programs seek to reduce waste through material and manufacturing control, use of green technology and designing for resource reduction. Publicly traded since 1967, Semtech is listed on the Nasdaq Global Select Market under the symbol SMTC. For more information, visit www.semtech.com.
About Sierra Wireless
Sierra Wireless is a world leading IoT solutions provider that combines devices, network services, and software to unlock value in the connected economy. Sierra Wireless works with its customers to develop the right industry-specific solution for their IoT deployments, whether this is an integrated solution to help connect edge devices to the cloud, a software/API service to manage processes with billions of connected assets, or a platform to extract real-time data to improve business decisions. With more than 25 years of cellular IoT experience, Sierra Wireless is a global partner customers trust to deliver them their next IoT solution. For more information, visit www.sierrawireless.com.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended, and forward-looking information within the meaning of Canadian securities legislation (collectively, forward-looking statements), and is based on managements current expectations, estimates and projections regarding future events. Forward-looking statements are statements other than historical information or statements of current condition and, as used in this press release, relate to matters such as, among others, the consummation of the proposed transaction and the expected timing thereof. Statements containing words such as may, believes, anticipates, expects, intends, plans, projects, estimates, should, will, designed to, or projections, or other similar expressions also constitute forward-looking statements.
Forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause actual results and events to differ from those expressed or implied by such forward-looking statements. Potential factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to the risk factors set forth in Semtechs Annual Report on Form 10-K filed with the Securities and Exchange Commission (the SEC) (www.sec.gov) on March 16, 2022 and Sierras Annual Information Form included as part of Sierras Form 40-F filed with the SEC on March 18, 2022 and available under Sierras profile on SEDAR (www.sedar.com), in each case, as such risk factors may be updated, amended or superseded from time to time by subsequent reports that Semtech or Sierra files with or furnishes to the SEC. These forward-looking statements are made as of the date of this press release and Semtech and Sierra Wireless assume no obligation to update any forward-looking statements in order to reflect events or circumstances that may arise after the date of this release, except as required by law.
Semtech, the Semtech logo and LoRa are registered trademarks or service marks, and LoRa Cloud is a trademark or service mark, of Semtech Corporation or its subsidiaries.
Sierra Wireless is a registered trademark of Sierra Wireless, Inc. Other product or service names mentioned herein may be the trademarks of their respective owners.
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