Creating a comprehensive Internet of Things
(IoT) platform to enable the transformation to a smarter, more
sustainable planet
- Transaction brings together the ultra-low power benefits of
LoRa® with higher bandwidth capabilities of cellular to create a
new Internet of Things (IoT) Cloud-to-Chip systems leader
- Semtech expects its IoT market opportunity to expand by
approximately 10x to US$10 billion by 2027
Semtech Corporation (Nasdaq: SMTC) and Sierra Wireless, Inc.
(Nasdaq: SWIR) (TSX: SW) today announced the completion of
Semtech’s acquisition of Sierra Wireless in an all-cash transaction
representing a total enterprise value of approximately US$1.2
billion. This transaction nearly doubles Semtech’s annual revenue
and adds approximately US$100 million of high-margin IoT Cloud
services recurring revenues. Semtech expects the acquisition to be
immediately accretive to non-GAAP EPS and to generate US$40 million
of run rate operational synergies within 12-18 months post
close.
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Creating a comprehensive Internet of
Things (IoT) platform to enable the transformation to a smarter,
more sustainable planet. (Graphic: Business Wire)
“Sierra Wireless brings nearly 30 years of leadership in
cellular IoT and a strong and diverse device-to-Cloud IoT solutions
portfolio. Combined with Semtech’s LoRa-enabled end nodes, we
believe we are very well positioned to deliver a highly
differentiated, end-to-end platform to enable the transformation to
a smarter, more sustainable planet,” said Mohan Maheswaran,
Semtech’s president and chief executive officer. “Our combined
company will have strong expertise in high bandwidth cellular
connectivity, ultra-low power LoRa connectivity, IoT software and
services, and extensive knowledge of IoT hardware and software
channels and vertical markets. We believe that Semtech is uniquely
positioned to deliver a strong product portfolio and service model
to customers across high growth IoT segments.”
Former Sierra Wireless senior leaders join the Semtech
leadership team in two newly formed business groups. Tom Mueller
joins as executive vice president of the IoT System Products Group,
which includes Semtech’s existing LoRa products business. Ross Gray
joins as vice president of the IoT Connected Services Group. Pravin
Desale also joins Semtech as the senior vice president of IoT
Engineering driving product development of our new systems and
solutions.
13548597 Canada Inc., a wholly owned subsidiary of Semtech
Corporation, has acquired all of the outstanding common shares of
Sierra Wireless, Inc. for US$31 per share by way of statutory plan
of arrangement. Consideration for the purchased shares has been
paid to Computershare Investor Services Inc., as depositary under
the arrangement, and will be provided to former shareholders as
soon as reasonably practicable after the date hereof, in accordance
with the terms of the arrangement agreement. As a result of the
completion of the transaction, Sierra Wireless’ common shares will
be delisted from the Toronto Stock Exchange. Sierra Wireless has
requested that The Nasdaq Stock Market (“Nasdaq”) file a delisting
application on Form 25 to report the delisting of the common shares
of Sierra Wireless from Nasdaq. An application will be made for
Sierra Wireless to cease to be a reporting issuer in the applicable
Canadian jurisdictions as a result of completion of the
arrangement. Sierra Wireless expects to terminate the registration
of its common shares under the U.S. Securities Exchange Act of
1934, as amended, approximately 10 days after the closing of the
transaction.
Investor Deck
For more information, please see a new investor deck on
Semtech’s investor website.
Advisors
J.P. Morgan Securities LLC served as the exclusive financial
advisor to Semtech. O’Melveny & Myers LLP served as its U.S.
legal counsel and Stikeman Elliott LLP as its Canadian legal
counsel. Davis Polk & Wardwell LLP served as Semtech’s
financing counsel.
Qatalyst Partners and BMO Capital Markets served as financial
advisors to Sierra Wireless. Skadden, Arps, Slate, Meagher &
Flom LLP served as its U.S. legal counsel and Blake, Cassels &
Graydon LLP as its Canadian legal counsel.
About Semtech
Semtech Corporation (Nasdaq: SMTC) is a high-performance
semiconductor, IoT systems and Cloud connectivity service provider
dedicated to delivering high quality technology solutions that
enable a smarter, more connected and sustainable planet. Our global
teams are dedicated to empowering solution architects and
application developers to develop breakthrough products for the
infrastructure, industrial and consumer markets. To learn more
about Semtech technology, visit us at Semtech.com or follow us on
LinkedIn or Twitter.
SMTC-F
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
(“forward-looking statements”), and is based on management’s
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, Semtech’s outlook or expectations regarding the acquisition
of Sierra Wireless, the consequences of integrating Sierra
Wireless, the synergies and other benefits to be realized from the
transaction, including the impact on Semtech’s revenues, non-GAAP
EPS, IoT SAM and addressable market, and Semtech’s ability to grow
its business, optimize its product portfolio and achieve its
sustainability goals. 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
inherent risks, costs and uncertainties associated with integrating
the businesses successfully and risks of not achieving all or any
of the anticipated benefits of the transaction, or the risk that
the anticipated benefits of the transaction may not be fully
realized or take longer to realize than expected; future responses
to and effects of the ongoing COVID-19 pandemic or other similar
health crises; export restrictions and laws affecting Semtech's
trade and investments, and tariffs or the occurrence of trade wars;
worldwide economic and political disruptions, including as a result
of inflation and the current conflict between Russia and Ukraine;
competitive changes in the marketplace including, but not limited
to, the pace of growth or adoption rates of applicable products or
technologies; downturns in the business cycle; decreased average
selling prices of Semtech’s products; Semtech’s reliance on a
limited number of suppliers and subcontractors for components and
materials; changes in projected or anticipated end-user markets;
Semtech’s ability to forecast and achieve anticipated net sales and
earnings estimates in light of periodic economic uncertainty,
including impacts arising from Asian, European and global economic
dynamic; and the additional risk factors set forth in Semtech’s
Annual Report on Form 10-K filed with the Securities and Exchange
Commission (the “SEC”) (www.sec.gov) on March 16, 2022, as such
risk factors may be updated, amended or superseded from time to
time by subsequent reports that Semtech files with the SEC, and
Sierra Wireless’ Annual Information Form included as part of Sierra
Wireless’ Form 40-F filed with the SEC on March 18, 2022 and
available under Sierra Wireless’ profile on SEDAR (www.sedar.com).
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 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230112005177/en/
Press and Investor Contact Anojja Shah VP, Investor
Relations anojja.shah@semtech.com 630-390-6413
Sierra Wireless (TSX:SW)
과거 데이터 주식 차트
부터 10월(10) 2024 으로 11월(11) 2024
Sierra Wireless (TSX:SW)
과거 데이터 주식 차트
부터 11월(11) 2023 으로 11월(11) 2024
