SEMTECH CORP (Form: 8-K, Received: 09/28/2022 06:07:21)

SEMTECH CORPORATION

Date: September 27, 2022

/s/ Emeka N. Chukwu

Emeka N. Chukwu

Chief Financial Officer

SEMTECH CORP false 0000088941 0000088941 2022-09-27 2022-09-27

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 27, 2022

Semtech Corporation

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction

of incorporation)

001-06395

95-2119684

(Commission

File Number)

(IRS Employer

Identification No.)

200 Flynn Road

Camarillo, California

93012-8790

(Address of principal executive offices)

(Zip Code)

805-498-2111

Registrant’s telephone number, including area code

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
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).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01

Regulation FD Disclosure.

On September 27, 2022, Semtech Corporation (the “Company”) issued a press release confirming that the securityholders of Sierra Wireless, Inc. (“Sierra Wireless”) have approved the acquisition of all of the outstanding shares of Sierra Wireless by 13548597 Canada Inc., a wholly-owned subsidiary of the Company. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained in Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be, or be deemed, incorporated by reference in any filings under the Securities Act of 1933, as amended (the “Securities Act”), unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Securities Act or the Exchange Act.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number		Description

99.1		Press Release of Semtech Corporation issued on September 27, 2022.
104		Cover Page Interactive Data File (embedded within the inline XBRL document).

SIGNATURES

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.

Exhibit 99.1

LOGO

FOR IMMEDIATE RELEASE

Contact:

Anojja Shah

VP, Investor Relations

Semtech

630-390-6413 (M)

Anojja.Shah@semtech.com

Sierra Wireless Securityholders Approve Acquisition by Semtech Corporation

CAMARILLO, Calif., Sep. 27, 2022 – Semtech Corporation (Nasdaq: SMTC), a leading global supplier of high performance analog and mixed-signal semiconductors and advanced algorithms, confirmed today that the securityholders of Sierra Wireless, Inc. (Nasdaq: SWIR) (TSX: SW) (“Sierra Wireless”) have approved the acquisition (the “Acquisition”) of all of the outstanding shares of Sierra Wireless by 13548597 Canada Inc., a wholly-owned subsidiary of Semtech Corporation (the “Company”) by way of a statutory plan of arrangement (the “Arrangement”) at the special meeting of Securityholders held today.

The Arrangement is subject to antitrust and competition approvals in the U.S. and Canada, respectively, the approval of the Supreme Court of British Columbia (the “Court”) and other customary closing conditions. The Court hearing for the final order to approve the Arrangement is scheduled to take place on September 29, 2022, and the completion of the Arrangement is expected to occur in the Company’s fiscal year 2023.

About Semtech

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. Products are designed to benefit the engineering community as well as the global community. The Company 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.

Forward-Looking and Cautionary 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, based on the Company’s current expectations, estimates and projections about its operations, industry, financial condition, performance, results of operations, and liquidity. Forward-looking statements are statements other than historical information or statements of current condition and relate to matters such as future financial performance, future operational performance, the anticipated impact of specific items on future earnings, and the Company’s plans, objectives and expectations. Statements containing words such as “may,” “believe,” “anticipate,” “expect,” “intend,” “plan,” “project,” “estimate,” “should,” “will,” “designed to,” “projections,” or “business outlook,” or other similar expressions constitute forward-looking statements.

Forward-looking statements involve known and unknown risks and uncertainties that could cause actual results and events to differ materially from those projected. Potential factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to: the failure to obtain regulatory approvals required for the closing of the Acquisition, including the approval of the Supreme Court of British Columbia; and the failure to satisfy the conditions to the closing of the Acquisition; potential legal proceedings relating to the Acquisition and the outcome of any such legal proceeding; the occurrence of any event, change or other circumstances that could give rise to the termination of the Arrangement; the risk that the Acquisition will not be consummated within the expected time period, or at all; and those factors set forth under “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended January 30, 2022 filed with the Securities and Exchange Commission (the “SEC”) on March 16, 2022 and under “Risk Factors” in the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 31, 2022, as such risk factors may be amended, supplemented or superseded from time to time by other reports the Company files with the SEC. In light of the significant risks and uncertainties inherent in the forward-looking information included herein that may cause actual performance and results to differ materially from those predicted, any such forward-looking information should not be regarded as representations or guarantees by the Company of future performance or results, or that its objectives or plans will be achieved, or that any of its operating expectations or financial forecasts will be realized. Reported results should not be considered an indication of future performance. Investors are cautioned not to place undue reliance on any forward-looking information contained herein, which reflect management’s analysis only as of the date hereof. Except as required by law, the Company assumes no obligation to publicly release the results of any update or revision to any forward-looking statement that may be made to reflect new information, events or circumstances after the date hereof or to reflect the occurrence of unanticipated or future events, or otherwise.

SMTC-P

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