UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 6-K
Report of Foreign issuer
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
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For the Month of June 2003
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(Commission File. No 0-30718).
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SIERRA WIRELESS, INC., A CANADA CORPORATION
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(Translation of registrant's name in English)
13811 Wireless Way
Richmond, British Columbia, Canada V6V 3A4
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(Address of principal executive offices and zip code)
Registrant's Telephone Number, including area code: 604-231-1100
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Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F:
Form 20-F X 40-F
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Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
Yes: No: X
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NEWS RELEASE TRANSMITTED BY CCN DISCLOSURE
FOR: Sierra Wireless, Inc.
TSX: SW
Nasdaq: SWIR
June 16, 2003
Sierra Wireless Announces Acquisition of AirPrime, Inc.
RICHMOND, BRITISH COLUMBIA - Sierra Wireless, Inc. (NASDAQ: SWIR, TSX: SW)
announced today a definitive agreement to acquire AirPrime, Inc., a
privately-held, leading supplier of high-speed CDMA wireless products. The
combined entity is expected to be a well-positioned market leader with a broad
product line, innovative engineering, blue chip customers, global channels and a
strong balance sheet.
AirPrime is located in Carlsbad, California and was founded in 1999. AirPrime
currently has 78 full time employees, many of whom have successfully worked
together previously in the wireless and computer industries. The company has
achieved significant growth with revenues of $19.2 million in 2002, compared to
$6.2 million in 2001. Results are reported in US dollars and in accordance with
US GAAP. In addition, AirPrime supplies blue chip customers such as Audiovox,
Handspring, Hitachi and Sprint.
"This business combination fits our profitable growth strategy and strengthens
our already established market leadership position. AirPrime has demonstrated
growth and execution through a challenging period in the market. We expect to
achieve significant operational and strategic leverage with the people, products
and capabilities of the AirPrime team", said David Sutcliffe, Chairman and Chief
Executive Officer of Sierra Wireless.
"By joining forces with Sierra Wireless, AirPrime gains access to global
distribution channels, one of the industry's leading brands and working capital
for growth. We bring valuable products and engineering capabilities to Sierra
Wireless and we are very excited to put the two businesses together", said Jim
Kirkpatrick, President and Chief Executive Officer of AirPrime.
Combination Rationale
The combination joins AirPrime, a proven innovator in CDMA embedded modules and
OEM business, with Sierra Wireless, the established market and brand leader in
CDMA and GSM products, to create a well-positioned market leader with a broad
product line, innovative engineering, blue chip customers, global channels and a
strong balance sheet. We expect to grow revenues and earnings through a broader
product line and as a result of operating and strategic synergies.
Combination Detail
Under the terms of the definitive agreement, Sierra Wireless will issue
approximately 3.7 million shares to the shareholders of AirPrime. The value to
be received by AirPrime shareholders will equal 3.7 million shares multiplied by
the closing price of Sierra Wireless shares on the day of closing. As a result
of the combination, AirPrime shareholders will hold approximately 18.5% of the
combined entity, based on the issued and outstanding shares. In addition, Sierra
Wireless will provide bridge financing to AirPrime of up to $2.0 million for
working capital purposes until the combination is closed.
The completion of the combination is expected in August 2003 and is conditional
upon, among other things, regulatory approval and approval from AirPrime
shareholders. Sierra Wireless has received voting commitment from AirPrime
shareholders representing 82% of AirPrime's shares.
Following closing, the businesses will be fully integrated under a single
management team, comprised of both Sierra Wireless and AirPrime personnel. The
business will continue under the Sierra Wireless name, will be headquartered in
Richmond, British Columbia and will be led by David B. Sutcliffe, Chairman and
Chief Executive Officer. Jim Kirkpatrick will become the Senior Vice-President
of Engineering of the combined business.
CIBC World Markets Inc. is serving as financial advisors to Sierra Wireless and
has provided a fairness opinion. Blake Cassels & Graydon LLP and Davis Wright
Tremaine LLP are serving as Sierra Wireless' Canadian and U.S. counsel,
respectively. Digital Coast Partners, LLC is serving as financial advisors to
AirPrime. Coudert Brothers LLP and Borden Ladner Gervais are serving as
AirPrime's U.S. and Canadian counsel, respectively.
Financial Guidance
There is no change to our Q2 2003 guidance, issued on April 24, 2003. Going
forward, we expect the combination to increase our revenue and earnings growth
as well as increase our capabilities for strategic initiatives. Restructuring
costs will be incurred in both companies during Q3 2003 and integration costs
will be incurred by the combined entity during the second half of 2003. The
combination is expected to increase revenue and be accretive to earnings in Q4
2003, excluding integration costs.
We plan to provide quantitative guidance, including restructuring and
integration costs, for the second half of 2003 when we report Q2 results on July
17, 2003.
Forward-Looking Statements
This press release contains forward-looking statements that involve risks and
uncertainties. These forward-looking statements relate to, among other things,
the strategic and operational benefits to the combined entity, the expectation
of greater growth, revenue and earnings opportunities and operating
efficiencies, the integration of the management and employees of Sierra Wireless
and AirPrime and the management composition of the combined entity, the timing
of the completion of the combination, the ability to successfully combine
product offerings, statements about future market conditions, maintaining market
leadership and growing the market. Our expectations regarding future growth,
revenues and earnings depend on our ability to integrate the operations of
Sierra Wireless and AirPrime in a timely manner. When used in this press
release, the words "plan", "expect", "believe", and similar expressions
generally identify forward-looking statements. These statements reflect our
current expectations. They are subject to a number of risks and uncertainties,
including, but not limited to, changes in technology and changes in the wireless
products market. In light of the many risks and uncertainties surrounding the
wireless products market, you should understand that we cannot assure you that
the forward-looking statements contained in this press release will be realized.
About Sierra Wireless
Sierra Wireless, Inc. is a global leader in delivering highly differentiated
wireless solutions. Sierra Wireless develops and markets the AirCard(R), a
wireless PC Card for portable computers, OEM modules for embedded applications,
and rugged vehicle-mounted wireless systems. Sierra Wireless is the founding
member of the WirelessReady(TM) Alliance, a partnership of industry-leading
hardware, software, and service companies committed to the delivery of complete
and compelling wireless data solutions. For more information on Sierra Wireless,
visit its website at www.sierrawireless.com.
"AirCard" and "WirelessReady" are registered trademarks of Sierra Wireless, Inc.
All other trademarks or service marks in this news release are the trademarks or
service marks of their respective owners.
About AirPrime
AirPrime, Inc. is a leading supplier of high-speed CDMA wireless access
solutions to the OEM market. AirPrime is focused exclusively on providing the
optimal current and next-generation wireless access products to OEMs for use in
handheld devices, notebook PCs and Internet appliances. AirPrime's wireless
products will also be used in telemetry and emerging applications. A private,
venture-backed company, AirPrime is headquartered in Carlsbad, California and
has a sales presence in existing and emerging markets around the world. For more
information on AirPrime, visit its website at http://www.airprime.com/.
Presentation, Conference Call and Instant Replay
A presentation outlining the business combination is available online at
www.sierrawireless.com.
Senior management from Sierra Wireless and AirPrime will host a conference call
on June 17, 2003 at 5:00 AM PDT, 8:00 AM EDT. To participate in this conference
call, please dial the following toll free number approximately five minutes
prior to the commencement of the call:
1-888-458-1598 Passcode: 38226#
Should you be unable to participate, Instant Replay will be available for 72
hours following the conference call by dialing:
1-877-653-0545 Passcode: 185763#
We look forward to having you participate in our call.
FOR FURTHER INFORMATION PLEASE CONTACT:
Sierra Wireless, Inc.
Peter W. Roberts, CA, CPA
Chief Financial Officer
(604) 231-1192
Website: www.sierrawireless.com
Email: roberts@sierrawireless.com
INDUSTRY : CMT
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, thereunto duly authorized.
Sierra Wireless, Inc.
By: /s/ Peter W. Roberts
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Peter W. Roberts,
Chief Financial Officer
Date: June 17, 2003