Sierra Wireless Securityholders Approve Acquisition by Semtech Corp

Sierra Wireless, Inc. is pleased to announce that its Securityholders have approved the acquisition of all of the outstanding shares of the Company by 13548597 Canada Inc., a wholly-owned subsidiary of Semtech Corporation by way of a statutory plan of arrangement at the special meeting of Securityholders held today (the “Meeting”).

The special resolution approving the Arrangement was approved by: (i) 98.60% of the votes cast by the shareholders of the Company (the “Shareholders”) present in person, virtually or represented by proxy at the Meeting, and (ii) 98.69% of the votes cast by Shareholders, holders of options to purchase Shares of the Company, holders of restricted share units and phantom restricted share units of the Company and holders of performance share units of the Company, voting together as a single class, present in person, virtually or represented by proxy at the Meeting

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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 Semtech’s fiscal year 2023. Until close, the parties remain separate independent companies. Following completion of the Transaction, the Shares will be delisted from the Toronto Stock Exchange and Nasdaq Global Market. An application will also be made for the Company to cease to be a reporting issuer in the applicable jurisdictions following completion of the Arrangement. The Company will also deregister the Shares under the U.S. Securities Exchange Act of 1934, as amended.

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