공시 • Jan 13
13548597 Canada Inc. completed the acquisition of Sierra Wireless, Inc. (TSX:SW) from a group of shareholders.
13548597 Canada Inc. entered into a definitive agreement to acquire Sierra Wireless, Inc. (TSX:SW) from a group of shareholders for $1.3 billion on August 2, 2022. Semtech will acquire all outstanding shares of Sierra Wireless for $31 per share in an all-cash transaction valued at approximately $1.2 billion, subject to customary closing conditions. Semtech Corporation intends to fund the transaction with cash on hand and a new committed debt financing provided by JPMorgan Chase Bank, N.A., which includes $1.151 billion of secured term loans for the purpose of funding amounts and $600 million secured revolver for working capital and other general corporate purposes (including in connection with transactions related to the Arrangement). Until close, the parties remain separate independent companies. Semtech Corporation intends to offer $250 million in aggregate principal amount of convertible senior notes due 2027 (the “Notes”) in a private placement to eligible purchasers. Semtech also intends to grant the initial purchaser of the Notes an option to purchase, for settlement within a 13-day period from, and including, the date on which the notes are first issued, up to an additional $37.5 million aggregate principal amount of Notes. The sale of the Notes is expected to close on or about October 12, 2022, subject to customary closing conditions, and is expected to result in approximately $290.0 million in net proceeds to the Company. Semtech intends to use $27.8 million of the net proceeds from the Offering to pay the cost of certain convertible note hedge transactions. Semtech intends to use the remainder of the net proceeds of the Offering, together with the borrowings under Semtech’s new term loan facility, revolving credit facility and available cash and cash equivalents, to finance the purchase price for Sierra Wireless, Inc. and to pay related fees and expenses in connection with the acquisition of Sierra Wireless. In an event of the termination of the agreement, Sierra Wireless will pay a termination fee of $45 million.
The transaction is subject to approval by Sierra Wireless and Semtech shareholders, certain regulatory bodies including approvals under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, from the Federal Trade Commission and the U.S. Department of Justice and approval under the Competition Act (Canada); the issuance of interim and final orders approving the Arrangement by the Court in form and substance and other customary closing conditions. Transaction has been approved by the Semtech and Sierra Wireless Boards of Directors. As of September 27, 2022, the transaction was approved by Sierra Wireless's shareholders. As of October 4, 2022, Supreme Court of British Columbia approved the transaction. Semtech received a no action letter from the Canadian Competition Bureau on October 3, 2022, satisfying the Competition Act Approval condition to closing. As of October 18, 2022, Semtech and Sierra received a request for additional information and documentary material (commonly known as a “second request”) from the U.S. Department of Justice under notification requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. This transaction is expected to close in Semtech’s fiscal year 2023. As of August 11, 2022, the transaction is expected to be completed by early 2023. As of January 5, 2023, the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended has been expired/terminated. The parties currently anticipate that the closing of the Transaction will occur on or about January 12, 2023. The deal is also expected to be immediately accretive to Semtech’s non-GAAP EPS before synergies and generate $40 million of run-rate operational synergies within 12-18 months post-transaction close.
J.P. Morgan Securities LLC is serving as the exclusive financial adviser to Semtech. Eric Zabinski and Andor Terner of O’Melveny & Myers LLP is serving as U.S. legal counsels and John W. Leopold and David Massé of Stikeman Elliott LLP is serving as Canadian legal counsel to Semtech. Qatalyst Partners and BMO Nesbitt Burns Inc. are serving as financial advisers and fairness opinion provider to Sierra Wireless. June S. Dipchand, Richard Grossman, Nancy Rubin, Joseph Penko, Janine Jjingo, Kenneth Schwartz, Frederic Depoortere, Edward Micheletti, Eric Sensenbrenner, Ryan Dzierniejko and Michael Leiter of Skadden, Arps, Slate, Meagher & Flom LLP is serving as U.S. legal counsels and Trisha Robertson and Troy Lehman of Blake, Cassels & Graydon LLP is serving as Canadian legal counsels to Sierra Wireless. Computershare Investor Services Inc. acted as transfer agent and depository to Sierra Wireless. Kingsdale Advisors acted as proxy solicitor to Sierra Wireless. Sierra Wireless will pay fees of $32,500 to Kingsdale Advisors for proxy solicitation. Sierra Wireless will pay Qatalyst Partners a fee of $29 million, $0.2 million of which was payable upon execution of the Qatalyst Engagement Letter and $4 million of which was payable upon delivery of an opinion. Sierra Wireless paid a fixed fee of $0.959 million (CAD 1.25 million) to BMO for delivery of fairness opinion. Steven Cutler of Davies Ward Phillips & Vineberg LLP acted legal advisor to J.P. Morgan Securities, who acted as financial adviser to Semtech Corporation.
13548597 Canada Inc. completed the acquisition of Sierra Wireless, Inc. (TSX:SW) from a group of shareholders on January 12, 2023.
