Numerex Corp. Announces Date of Special Meeting to Approve Merger with Sierra Wireless and Mailing of the Definitive Proxy St...
31 Ottobre 2017 - 7:47PM
Numerex Corp. (“Numerex” or the “Company”) (NASDAQ:NMRX) has
scheduled a special meeting of shareholders (the “Special Meeting”)
to, among other things, consider and vote on a proposal to approve
and adopt the previously announced Agreement and Plan of Merger
(the “Merger Agreement”), dated as of August 2, 2017, by and among
Numerex, Sierra Wireless, Inc. (“Sierra Wireless”) (NASDAQ:SWIR)
(TSX:SW) and Wireless Acquisition Sub, Inc., a subsidiary of Sierra
Wireless. Pursuant to the Merger Agreement, upon completion of the
merger, Numerex shareholders will receive a fixed exchange ratio of
0.1800 common shares of Sierra Wireless for each share of Numerex
common stock. Numerex shareholders of record at the close of
business on October 19, 2017 (the “Record Date”) will be entitled
to notice of, and to vote at, the Special Meeting, which is
scheduled to be held on Wednesday, December 6, 2017, at 10:00 a.m.,
Eastern Time, at the Atlanta Marriott Northwest at Galleria, 200
Interstate North Parkway SE, Atlanta, Georgia. Additionally,
Numerex is in the process of mailing the notice of the Special
Meeting and the definitive proxy statement/prospectus, dated as of
October 30, 2017 (the “Proxy Statement/Prospectus”), to Numerex
shareholders as of the Record Date. Numerex shareholders who have
questions regarding the proposed merger or who wish to obtain
copies of the Proxy Statement/Prospectus, should contact Numerex’s
proxy solicitor, MacKenzie Partners, Inc., by calling toll-free at
(800) 322-2885.
About Numerex Corp.
Numerex Corp. (NASDAQ:NMRX) is a leading provider
of enterprise solutions enabling the Internet of Things
(IoT). The Company’s solutions produce new revenue streams or
create operating efficiencies for its customers. Numerex provides
its technology and services through its integrated platforms, which
are generally sold on a subscription basis. The Company offers a
portfolio of managed end-to-end IoT solutions including smart
devices, network connectivity and service applications capable of
addressing the needs of a wide spectrum of vertical markets and
industrial customers. The Company’s mission is to empower
enterprise operations with world-class, managed IoT solutions that
are simple, innovative, scalable, and secure. For additional
information, please visit www.numerex.com.
Forward-Looking Statements
This press release contains, and other statements
may contain, forward-looking statements with respect to Numerex and
its future financial or business performance, conditions or
strategies and other financial and business matters, including
expectations regarding growth trends and activities.
Forward-looking statements are typically identified by words or
phrases such as “believe,” “expect,” “anticipate,” “intend,”
“estimate,” “assume,” “strategy,” “plan,” “outlook,” “outcome,”
“continue,” “remain,” “trend,” and variations of such words and
similar expressions, or future or conditional verbs such as “will,”
“would,” “should,” “could,” “may,” or similar expressions. Numerex
cautions that these forward-looking statements are subject to
numerous assumptions, risks and uncertainties, which change over
time. These forward-looking statements speak only as of the date of
this press release, and Numerex assumes no duty to update
forward-looking statements. Actual results could differ materially
from those anticipated in these forward-looking statements and
future results could differ materially from historical performance.
Risk factors regarding Numerex are discussed in the Proxy
Statement/Prospectus, Numerex’s Annual Report on Form 10-K for the
year ended December 31, 2016, which may be found on EDGAR at
www.sec.gov, and in the Company’s other regulatory filings with the
Securities and Exchange Commission (the “SEC”).
No Offer or Solicitation
This press release is not intended to and does not
constitute an offer to sell or the solicitation of an offer to buy,
sell or solicit any securities or any proxy, vote or approval, nor
shall there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be deemed to be made
except by means of a prospectus meeting the requirements of Section
10 of the Securities Act of 1933, as amended. In connection with
the proposed merger, Sierra Wireless has filed with the SEC a
registration statement on Form F-4 (File No. 333-220512) (the “Form
F-4 ”), which includes the Proxy Statement/Prospectus. The Form F-4
was declared effective by the SEC on October 30, 2017 and the Proxy
Statement/Prospectus was first mailed to Numerex shareholders as of
the Record Date on October 31, 2017. Investors are urged to read
the Proxy Statement/Prospectus and the Form F-4 (including all
amendments and supplements thereto) filed, and other relevant
documents that will be filed, with the SEC carefully and in their
entirety if and when they become available because they will
contain important information about the proposed Merger and related
matters.
Numerex contacts:
Kenneth Gayron
Interim CEO and CFO
+1 (770) 615-1410
kgayron@numerex.com
Kelly Gay
Chief Operating Officer
+1 (678) 624-5998
kgay@numerex.com
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