UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the Month of January 2023
(Commission File. No. 000-30718).
SIERRA WIRELESS, INC.
(Translation of registrant’s name in English)
13811 Wireless Way
Richmond, British Columbia, Canada V6V 3A4
(Address of principal executive offices and zip code)
Registrant’s Telephone Number, including area code: 604-231-1100
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☐ 40-F ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes: ☐ No: ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes: ☐ No: ☒
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Sierra Wireless, Inc. | ||||||
| By: | /s/ Samuel Cochrane | |||||
| Samuel Cochrane, Chief Financial Officer | ||||||
| Date: January 13, 2023 | ||||||
EXHIBIT LIST
| Exhibit No. | Description | |
| 99.1 | Notice of Change in Corporate Structure | |
| 99.2 | Material Change Report | |
Exhibit 99.1
Notice of Change in Corporate Structure
Pursuant to Section 4.9 of National Instrument 51-102
| Item 1 | Names of the parties to the transaction |
Sierra Wireless, Inc. (“Sierra”) and 13548597 Canada Inc. (the “Purchaser”).
| Item 2 | Description of the transaction |
On January 12, 2023, the Purchaser, a wholly-owned subsidiary of Semtech Corporation (“Semtech”), acquired all of the issued and outstanding common shares (the “Common Shares”) of Sierra for consideration of US$31.00 in cash per Common Share by way of a court-approved statutory plan of arrangement under section 192 of the Canada Business Corporations Act (the “Arrangement”).
As a result of the completion of the Arrangement, Sierra became a wholly-owned subsidiary of the Purchaser and an indirect wholly-owned subsidiary of Semtech. The Common Shares will be de-listed from the Toronto Stock Exchange on or about January 16, 2023 and from the Nasdaq Global Market on or about January 23, 2023. Sierra will apply to cease to be a reporting issuer under Canadian securities laws. Sierra will also deregister the Common Shares under the U.S. Securities Exchange Act of 1934, as amended.
| Item 3 | Effective date of the transaction |
January 12, 2023.
| Item 4 | Names of each party, if any, that ceased to be a reporting issuer after the transaction and of each continuing entity. |
Sierra will apply to cease to be a reporting issuer under Canadian securities laws. Sierra will also deregister the Common Shares under the U.S. Securities Exchange Act of 1934, as amended.
| Item 5 | Date of the reporting issuer’s first financial year-end subsequent to the transaction |
Not applicable.
| Item 6 | Periods, including comparative periods, if any, of the interim and annual financial statements required to be filed for the reporting issuer’s first financial year subsequent to the transaction |
Not applicable.
| Item 7 | Documents filed under NI 51-102 that describe the transaction and where they can be found in electronic format (if paragraph (a) or subparagraph (b)(ii) of section 4.9 applies) |
Not applicable.
Dated January 13, 2023.
Exhibit 99.2
FORM 51-102F3
MATERIAL CHANGE REPORT
Section 7.1 of National Instrument 51-102
Continuous Disclosure Obligations
| ITEM 1: | Name and Address of Company |
Sierra Wireless, Inc. (the “Company”)
13811 Wireless Way
Richmond, British Columbia V6V 34A
| ITEM 2: | Date of Material Change |
January 12, 2023.
| ITEM 3: | News Release |
On Thursday, January 12, 2023, a news release relating to the material change referred to herein was disseminated via Business Wire and subsequently filed on the System for Electronic Document Analysis and Retrieval (“SEDAR”) and the Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”) under the Company’s issuer profile on www.sedar.com and www.sec.gov.
| ITEM 4: | Summary of Material Change |
On January 12, 2023, the Company completed the previously announced plan of arrangement under section 192 of the Canada Business Corporations Act (the “Arrangement”) with 13548597 Canada Inc. (the “Purchaser”), a wholly-owned subsidiary of Semtech Corporation (“Semtech”), pursuant to which the Purchaser acquired all of the issued and outstanding common shares of the Company (the “Common Shares”) for US$31.00 in cash (the “Consideration”) per Common Share.
| ITEM 5: | Full Description of Material Change |
On January 12, 2023, the Company completed the Arrangement with the Purchaser pursuant to which the Purchaser acquired all of the issued and outstanding Common Shares for US$31.00 in cash per Common Share, pursuant to the terms of the arrangement agreement dated August 2, 2022 (the “Arrangement Agreement”) among the Company, the Purchaser and Semtech.
As a result of the completion of the Arrangement, the Company became a wholly-owned subsidiary of the Purchaser and an indirect wholly-owned subsidiary of Semtech. The Common Shares will be de-listed from the Toronto Stock Exchange on or about January 16, 2023 and from the Nasdaq Global Market on or about January 23, 2023. The Company will apply to cease to be a reporting issuer under
Canadian securities laws. The Company will also deregister the Common Shares under the U.S. Securities Exchange Act of 1934, as amended.
Further details of the Arrangement are set out in the management proxy circular of the Company dated August 26, 2022, which is available under the Company’s issuer profile on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.
| ITEM 6: | Reliance on subsection 7.1(2) of National Instrument 51-102 |
Not applicable.
| ITEM 7: | Omitted Information |
None.
| ITEM 8: | Executive Officer |
For further information, please contact:
Jennifer Farac
General Counsel & Corporate Secretary
jfarac@sierrawireless.com
604-231-1100
| ITEM 9: | Date of Report |
January 13, 2023.