Sierra Wireless Announces Acquisition of AirLink Communications, Inc.



    TSX: SW
    Nasdaq:   SWIR

    VANCOUVER, March 6 /CNW/ - Sierra Wireless, Inc. (NASDAQ:   SWIR, TSX: SW)
announced today a definitive agreement to acquire AirLink Communications, Inc.
("AirLink"), a privately-held developer and supplier of high value fixed,
portable and mobile wireless data solutions for industrial and public safety
applications.
    AirLink, founded in 1993, is located in Hayward, California and currently
has 50 full time employees. The company has achieved solid growth with
revenues of $24.8 million in 2006, compared to $19.8 million in 2005. AirLink
had earnings from operations of $3.9 million in 2006 and gross margin of 44%.
The company's unaudited results are reported in US dollars and in accordance
with United States generally accepted accounting principles.
    "The acquisition of AirLink Communications is consistent with our
strategy of renewing and strengthening our emphasis on higher gross margin
products and solutions," said Jason Cohenour, President and Chief Executive
Officer of Sierra Wireless. "We believe that combining AirLink's leading modem
and software products business with our rugged MP product line creates a
focused, well-positioned leader in the mobile and machine to machine (M2M)
segments of our market. Furthermore, we believe that the business from these
market segments has solid growth prospects and an attractive gross margin and
operating margin profile. We view AirLink as an important strategic addition
to our overall business."
    "By joining forces with Sierra Wireless, AirLink gains access to global
distribution channels, leading edge wireless technology, large scale
manufacturing and supply chain capabilities and working capital to drive
future growth. We bring a multi-tiered suite of wireless connectivity devices
powered by robust embedded software, a broad set of software tools and
utilities for device management and strong working relationships with North
American network operators, integrators and application providers," said
Andrew Berman, Chief Executive Officer of AirLink Communications. "We are
enthusiastic about becoming the driving force behind Sierra Wireless's Mobile
and M2M business."

    Combination Rationale

    The combination joins AirLink, a leading provider of fixed, portable and
mobile wireless connectivity devices, embedded software and remote device
management software, with Sierra Wireless, a leading provider of wide area
wireless solutions for mobile computing. The combined entity is expected to be
a leader in mobile computing as well as rugged, intelligent mobile and M2M
connectivity solutions. The combination is expected to deliver significant
benefits to both entities, including:

    
    -------------------------------------------------------------------------
    Sierra Wireless                   AirLink Communications
    -------------------------------------------------------------------------
    Expands high gross margin         Early access to leading edge wireless
    product line and business         technologies for wireless connectivity
                                      products
    -------------------------------------------------------------------------
    Establishes company as a clear    Stronger working capital position to
    leader in the rugged mobile and   drive growth
    M2M connectivity segments
    -------------------------------------------------------------------------
    Strengthens field sales and       Access to global channels of
    support capability                distribution
    -------------------------------------------------------------------------
    Strengthens embedded and host     Access to world class manufacturing and
    software offerings and            supply chain capabilities
    capability
    -------------------------------------------------------------------------
    Adds market, channel and          Investor liquidity
    customer diversification
    -------------------------------------------------------------------------
    

    Combination Detail

    Under the terms of the definitive agreement, Sierra Wireless will pay
cash consideration of $10.0 million, subject to customary closing adjustments,
and will issue approximately 1.3 million shares to the shareholders of
AirLink. The value to be received by the AirLink shareholders will equal the
cash consideration of $10.0 million, subject to customary closing adjustments,
plus 1.3 million shares multiplied by the closing price of Sierra Wireless
shares on the day of closing. As a result of the combination, AirLink
shareholders will hold approximately 4.8% of the combined entity, based on the
issued and outstanding shares.
    Completion of the combination is expected by the end of June 2007 and is
conditional upon, among other things, regulatory and AirLink shareholder
approval. AirLink shareholders representing approximately 58% of outstanding
shares have signed voting agreements in favor of the transaction.
    Following closing, the business will be fully integrated under a single
management team, comprised of both Sierra Wireless and AirLink personnel. The
business will continue under the Sierra Wireless name, will be headquartered
in Richmond, British Columbia and will be led by Jason Cohenour, President and
Chief Executive Officer. Andrew Berman, AirLink's CEO, will become the Senior
Vice-President and General Manager of the Sierra Wireless "Mobile and M2M"
business segment.
    CIBC World Markets Inc. is serving as financial advisor to Sierra
Wireless. Blake Cassels & Graydon LLP and Winston & Strawn LLP are serving as
Sierra Wireless' Canadian and U.S. counsel, respectively. Houlihan Lokey
Howard and Zukin Capital, Inc. are serving as financial advisors to AirLink,
along with North Point Advisors, which has provided a fairness opinion. DLA
Piper US LLP is serving as U.S. counsel to AirLink.

    Financial Guidance

    Going forward, we expect the combination to increase our revenue, as well
as bolster gross margin and earnings. We expect modest restructuring costs to
be incurred during Q2 2007 and integration costs to be incurred by the
combined entity during the remainder of 2007 and in Q1 of 2008. The
combination is expected to be accretive to earnings by the end of the year,
excluding integration costs.
    We plan to provide quantitative guidance, including restructuring and
integration costs for the second quarter of 2007 when we report Q1 2007
results on April 26, 2007.

    Forward-Looking Statements

    Certain statements in this press release that are not based on historical
facts constitute forward-looking statements or forward-looking information
within the meaning of applicable securities laws ("forward-looking
statements"). These forward-looking statements are not promises or guarantees
of future performance but are only predictions that relate to future events,
conditions or circumstances or our future results, performance, achievements
or developments and are subject to substantial known and unknown risks,
assumptions, uncertainties and other factors that could cause our actual
results, performance, achievements or developments in our business or in our
industry to differ materially from those expressed, anticipated or implied by
such forward-looking statements. Forward-looking statements include disclosure
regarding possible events, conditions, circumstances or results of operations
that are based on assumptions about future economic conditions, courses of
action and other future events. We caution you not to place undue reliance
upon any such forward-looking statements, which speak only as of the date they
are made. These forward-looking statements appear in a number of different
places in this press release and can be identified by words such as "may",
"estimates", "projects", "expects", "intends", "believes", "plans",
"anticipates", or their negatives or other comparable words. Forward-looking
statements include statements regarding the outlook for our future operations,
plans and timing for the introduction or enhancement of our services and
products, statements concerning strategies or developments, statements about
future market conditions, supply conditions, end customer demand conditions,
channel inventory and sell through, revenue, gross margin, operating expenses,
profits, forecasts of future costs and expenditures, the outcome of legal
proceedings, and other expectations, intentions and plans that are not
historical fact. The risk factors and uncertainties that may affect our actual
results, performance, achievements or developments are many and include,
amongst others, our ability to develop, manufacture, supply and market new
products that we do not produce today that meet the needs of customers and
gain commercial acceptance, our reliance on the deployment of next generation
networks by major wireless operators, the continuous commitment of our
customers, and increased competition. These risk factors and others are
discussed in our Annual Information Form, which may be found on SEDAR at
www.sedar.com and in our other regulatory filings with the Securities and
Exchange Commission in the United States and the Provincial Securities
Commissions in Canada. Many of these factors and uncertainties are beyond the
control of the Company. Consequently, all forward-looking statements in this
press release are qualified by this cautionary statement and there can be no
assurance that actual results, performance, achievements or developments
anticipated by the Company will be realized. Forward-looking statements are
based on management's current plans, estimates, projections, beliefs and
opinions and the Company does not undertake any obligation to update
forward-looking statements should the assumptions related to these plans,
estimates, projections, beliefs and opinions change.

    About Sierra Wireless

    Sierra Wireless (NASDAQ:   SWIR - TSX: SW) develops and markets wide area
wireless solutions for mobile computing. The Sierra Wireless product portfolio
includes the award-winning AirCard. line of wireless modems, embedded modules
for original equipment manufacturers (OEMs), and the MP line of rugged,
vehicle-mounted wireless modems. Sierra Wireless also offers professional
services to OEM customers during product development, leveraging the company's
expertise in wireless design and integration to provide built-in wireless
connectivity for notebook computers and other portable computing devices.
Sierra Wireless is headquartered in Richmond, British Columbia, Canada, with
additional offices in Carlsbad, California, London, and Hong Kong. For more
information about Sierra Wireless, please visit www.sierrawireless.com.
    "AirCard" is a registered trademark and "AirCard Enabled" is a trademark
of Sierra Wireless. Other product or service names mentioned herein may be the
trademarks of their respective owners.

    About AirLink Communications

    AirLink Communications, Inc., founded in 1993, delivers award winning
wireless data solutions that enable pervasive connectivity to fixed, portable
and mobile assets. Its continued industry leadership is based on a proven
ability to make wireless data solutions work. Powered by the robust embedded
intelligence of ALEOS™ technology, AirLink's multi-tiered product suite
is versatile, reliable and broadly certified on major wireless networks
throughout North America, making AirLink solutions ideal for a vast range of
applications. These devices, together with AirLink's comprehensive set of
best-in-class tools and utilities, and strong working relationships with
network operators, integrators and application providers, simplify the
deployment and management of complex wireless solutions. For more information,
please visit www.airlink.com.

    Conference Call, Webcast and Instant Replay

    We will host a conference call on Tuesday, March 6, 2007 at 2:30 PM PST,
5:30 PM EST. You can participate in the conference call either via telephone
or webcast. To participate in this conference call, please connect
approximately ten minutes prior to the commencement of the call.

    Telephone participation:

    Please dial the following number:

    1-800-731-6941 Passcode: Not required
    or
    1-416-644-3417 Passcode: Not required

    Webcast:

    The Company will also broadcast its conference call over the Internet. To
    access the web broadcast, click on this URL enter

    http://w.on24.com/r.htm?e=39850&s=1&k=27ADDE36DE62369420C0F2D15E40001D

    Should you be unable to participate, Instant Replay (audio and webcast)
will be available following the conference call.

    -  Audio only dial (available for 7 business days): 1-877-289-8525 or
    1-416-640-1917 Passcode: 21221694 followed by the number sign.

    -  Webcast (available for 90 days)
    http://w.on24.com/r.htm?e=39850&s=1&k=27ADDE36DE62369420C0F2D15E40001D

    We look forward to having you participate in our call.





For further information:

For further information: Sierra Wireless, Inc., David G. McLennan, Chief
Financial Officer, (604) 231-1185, Website: www.sierrawireless.com, Email:
dmclennan@sierrawireless.com

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SIERRA WIRELESS, INC.

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