Mr. David McLennan reports
SIERRA WIRELESS, INC. RECEIVES TSX APPROVAL FOR NORMAL COURSE ISSUER BID
Sierra Wireless Inc. has received approval from the
Toronto Stock Exchange of its notice of intention to make a
normal course issuer bid.
Pursuant to the bid, Sierra Wireless may purchase for cancellation up to
1,529,687 of its common shares, or approximately 5 per cent of
the common shares outstanding, as of the date of this announcement
(representing 5.1 per cent of the public float). As of Jan. 31, 2013, there
were 30,593,751 common shares of Sierra Wireless issued and outstanding,
and the public float consisted of 30,020,245 common shares.
The purchases will be made by Sierra Wireless through the facilities and
in accordance with the rules of the TSX and Rule 10b-18 under the U.S.
Securities Exchange Act of 1934, and the price which
Sierra Wireless will pay for any such common shares will be the market
price at the time of acquisition. Sierra Wireless will make no purchases
of common shares other than open-market purchases or other means
approved by the TSX. Other than block purchases allowable under the TSX
rules, purchases will be subject to a daily restriction of 13,322 common
shares, being 25 per cent of the average daily trading volume for the preceding
six months. In addition, purchases of common shares through the
facilities of the Nasdaq Stock Market will be made in
compliance with Rule 10b-18, which contains similar restrictions on the
number of shares that may be repurchased based on the average daily
trading volumes of the common shares on Nasdaq, subject to certain
exceptions for block purchases. In addition, purchases may also be made
through other Canadian marketplaces.
The actual number of common shares of the company that are purchased for
cancellation under the bid, if any, and the timing of such purchases
will be determined by the company. The board of directors of Sierra
Wireless believes that the proposed purchases are in the best interests
of Sierra Wireless and are a desirable use of corporate funds.
To the knowledge of the company, no director, senior officer or other
insider of Sierra Wireless currently intends to sell any common shares
under this bid. However, sales by such persons through the facilities of
the TSX or Nasdaq may occur if the personal circumstances of any such
person changes or any such person makes a decision unrelated to these
normal course purchases. The benefits to any such person whose shares
are purchased would be the same as the benefits available to all other
holders whose shares are purchased.
The bid will commence on Feb. 14, 2013, and will terminate on the
earlier of: (i) Feb. 13, 2014; (ii) the date Sierra Wireless
completes its purchases pursuant to the notice of intention filed with
the TSX; or (iii) the date of notice by Sierra Wireless of termination
of the bid.
Over the past 12 months, the company has purchased, pursuant to a normal
course issuer bid, 800,000 common shares at a weighted average price of
$7.89 per common share.
We seek Safe Harbor.