SEMTECH CORPORATION Item 2.01 Completion of Acquisition or Disposition of Assets.
On
Arrangement Consideration
Pursuant to the Arrangement Agreement and Plan of Arrangement, at the effective
time of the Arrangement (the "Effective Time"), each common share of Sierra
Wireless that was issued and outstanding immediately prior to the Effective Time
was transferred to the Purchaser in consideration for the right to receive
Treatment of Sierra Wireless'
At the Effective Time, (i) each option to purchase common shares of Sierra
Wireless ("Option") that was outstanding immediately prior to the Effective Time
(whether vested or unvested) was deemed to have vested and was deemed to be
assigned and surrendered by the holder of such Option to Sierra Wireless in
exchange for, in respect of each Option for which the Per Share Consideration
exceeds the applicable exercise price, an amount in cash from Sierra Wireless
equal to the Per Share Consideration less the applicable exercise price in
respect of such Option, less any applicable withholdings, and (ii) (A) each
restricted stock unit and phantom restricted stock unit ("RSU") outstanding
immediately prior to the Effective Time (whether vested or unvested) was deemed
to have vested; and (B) each performance stock unit ("PSU" and together with the
Options and RSUs, the "
The foregoing summary of the Arrangement Agreement and the transactions
contemplated thereby does not purport to be a complete description of all the
parties' rights and obligations under the Arrangement Agreement and is qualified
in its entirety by reference to the full text of the Arrangement Agreement, a
copy of which was filed as Exhibit 2.1 to Semtech's Current Report on Form 8-K
filed with the
The Arrangement Agreement filed as Exhibit 2.1 to the August 8-K, is intended to provide investors and stockholders with information regarding the terms of the Arrangement. It is not intended to provide any other factual information about Semtech or Sierra Wireless. The representations, warranties, covenants and agreements contained in the Arrangement Agreement, which were made only for purposes of that agreement and as of specific dates, may be subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Arrangement Agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors and stockholders. Moreover, information concerning the subject matter of the representations and warranties may have changed after the date of the Arrangement Agreement, which subsequent information may or may not have been fully reflected in Semtech's or Sierra Wireless' public
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disclosures. The Arrangement Agreement should not be read alone, but should
instead be read in conjunction with the other information regarding Semtech that
is or will be contained in, or incorporated by reference into, the Forms 10-K,
Forms 10-Q and Forms 8-K and other documents that Semtech files or has filed
with the
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
As previously disclosed, on
Pursuant to the Restatement Agreement, substantially concurrently with the
consummation of the Arrangement, Semtech's existing credit agreement was amended
and restated to: (i) extend the maturity date of
On the Effective Date, Semtech borrowed term loans in an aggregate principal
amount of
The summary set forth above is not intended to be complete and is qualified in
its entirety by reference to the full text of the Restatement Agreement, a copy
of which was filed as Exhibit 10.1 to Semtech's Current Report on Form 8-K filed
with the
Item 7.01 Regulation FD Disclosure.
On
The information contained in Item 7.01 (including the Exhibit described in this Item 7.01) shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be, or be deemed, incorporated by reference in any filings under the Securities Act of 1933, as amended (the "Securities Act"), unless Semtech specifically states that the information is to be considered "filed" under the Exchange Act or incorporates it by reference into a filing under the Securities Act or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
Semtech will file the financial statements of the business acquired as required
by Item 9.01(a) by amendment not later than 71 calendar days after the date on
which the initial Current Report on Form 8-K with respect to the consummation of
the Arrangement reported under Item 2.01 of this report is required to have been
filed with the
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(b) Pro Forma Financial Information
Semtech will file the pro forma financial information required by Item 9.01(b)
by amendment not later than 71 calendar days after the date on which the initial
Current Report on Form 8-K with respect to the consummation of the Arrangement
reported under Item 2.01 of this report is required to have been filed with the
(d) Exhibits. Exhibit Number Description 99.1 Joint Press Release ofSemtech Corporation and Sierra Wireless, Inc. issued onJanuary 12, 2023 104 Cover Page Interactive Data File (embedded within the inline XBRL document).
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