Item 8.01 Other Events
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.
(d) Exhibits.
Exhibit
Number Description
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).
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