Numerex Corp (NASDAQ:NMRX) Files An 8-K Other EventsItem 8.01 Other Events.
On October 23, 2017, Numerex Corp. ("Numerex") and Sierra Wireless, Inc. ("Sierra Wireless") received notice from the U.S. Federal Trade Commission that it had granted early termination, effective immediately, of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act"), for the previously announced acquisition of Numerex by Sierra Wireless to an Agreement and Plan of Merger by and among Numerex, Sierra Wireless and Wireless Acquisition Sub, Inc. dated August 2, 2017 (the "Merger Agreement"). The early termination of the HSR Act satisfies one of the conditions to the closing of the pending acquisition, which remains subject to other customary closing conditions, including the adoption of the Merger Agreement by Numerex's shareholders. Important Additional Information and Where to Find It. This communication may be deemed to be solicitation material in respect of the proposed acquisition of Numerex by Sierra Wireless. In connection with the proposed Merger, Sierra Wireless has filed with the United States Securities and Exchange Commission (the "SEC") a registration statement on Form F-4, which includes a proxy statement of Numerex that also constitutes a prospectus of Sierra Wireless and each party has filed and will file other documents regarding the proposed transaction with the SEC. After the registration statement on Form F-4 is declared effective by the SEC, Numerex will mail the proxy statement/prospectus to its shareholders. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS 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. Investors may obtain free copies of the registration statement on Form F-4, the proxy statement/prospectus and other relevant documents filed by Numerex and Sierra Wireless with the SEC (when they become available) through the website maintained by the SEC at www.sec.gov. and, in Sierra Wireless' case, also on the System for Electronic Document Analysis Retrieval ("SEDAR") website maintained by the Canadian Securities Administrators at www.sedar.com. In addition, copies of the documents filed by Numerex with the SEC are available free of charge on Numerex's website at investor.numerex.com or by contacting Numerex's Investor Relations Department by telephone at 770-615-1410 or by e-mail to [email protected] Participants in Solicitation Relating to the Merger This communication is not a solicitation of proxies in connection with the proposed Merger of Numerex and Sierra Wireless. However, Sierra Wireless, Numerex and its directors and executive officers may be deemed to be participants in the solicitation of proxies from Numerex's shareholders in respect of the proposed Merger. Information regarding Sierra Wireless' directors and executive officers can be found in Sierra Wireless' Form 40-F filed with the SEC on March 10, 2017, as well as its other filings with the SEC. Information regarding Numerex's directors and executive officers can be found in Numerex's Form 10-K/A filed with the SEC on May 1, 2017, as well as its other filings with the SEC. Additional information regarding the interests of Numerex's directors and executive officers, including their respective interests by security holdings or otherwise, will be set forth in the proxy statement/prospectus and other relevant documents filed with the SEC in connection with the proposed Merger if and when they become available. These documents are available free of charge on the SEC's website and from Sierra Wireless and Numerex, as applicable, using the sources indicated above.
About Numerex Corp (NASDAQ:NMRX)
Numerex Corp. is a holding company. The Company, through its subsidiaries, provides managed enterprise solutions, which enable the Internet of Things (IoT). The Company offers solutions to incorporate the IoT building blocks, such as device, network, application and platform. Its technology encompasses a range of the IoT ecosystem and delivers solutions for enterprise users. It provides various enabling value-added services through the go-to-market process for its customers by simplifying the IoT implementation through its cloud-based and horizontal IoT platform. The Company offers its network services through cellular, satellite, broadband and wireline networks worldwide to transmit data. It offers Numerex platform, which combines IoT service enablement features with application framework to deploy solutions. The Company’s cellular networks include national and regional carriers, and consist of second generation (2G), third generation (3G) and fourth generation (4G) technologies.