Sierra Wireless Announces Opening of Cash Tender Offers to Acquire Wavecom in Friendly Deal



    VANCOUVER and ISSY-LES-MOULINEAUX, France, Jan. 14 /CNW/ - Sierra
Wireless (NASDAQ:   SWIR - TSX: SW), a leading provider for wireless modems for
mobile computing, and Wavecom (Paris: AVM - NASDAQ:   WVCM), a leading provider
of embedded wireless technology for M2M (machine-to-machine) communication,
announced the commencement of cash tender offers in France and the United
States, by Sierra Wireless France SAS, a wholly owned subsidiary of Sierra
Wireless, for all outstanding shares (including shares represented by American
Depository Shares ("ADSs") and OCEANE convertible bonds) of Wavecom.
    The offer price for the ordinary shares is (euro) 8.50 per share and the
offer price for the ADSs is the U.S. dollar equivalent of (euro) 8.50, based
on the Euro/U.S. dollar exchange rate as of the settlement date for ADSs. The
offer price for the OCEANE convertible bonds is (euro) 31.93 per bond plus
unpaid accrued interest up to and including the date of settlement. The French
offer will close on February 12, 2009 at 5:30 pm (CET), and the U.S. offer
will expire at 12 noon, EST on February 12, 2009.
    The proposed acquisition, initially announced on December 2, 2008,
received early termination of the waiting period under the U.S.
Hart-Scott-Rodino Antitrust Improvement Act requirements and has received
clearance from the Autorité des marchés financiers ("AMF"). The offers are
subject to the condition that, following the expiration of the offers, Sierra
Wireless will have acquired the right to hold shares (including ADSs)
representing at least 50 percent plus one of all voting rights of Wavecom
securities.
    The board of directors of Wavecom has unanimously approved the offers
and, as previously announced, Sierra Wireless has received commitments from
the founders of Wavecom to tender all of their shares to the offer,
representing approximately 21 percent of the outstanding shares, in support of
the transaction. In addition, a fairness opinion delivered by an independent
expert, Ricol Lasteyrie & Associés, concluded that, subject to the
qualifications and assumptions set forth therein, the offers for the shares
and the OCEANEs are both fair from a financial standpoint. The report of the
independent expert is available in Wavecom's response document.
    If the transaction is completed, Sierra Wireless and Wavecom will combine
to form a market leader in wireless data, and the combined company is expected
to have a number of significant competitive advantages in the marketplace:

    
    -   The industry's most comprehensive wireless data product portfolio,
        including PC adapters, 2G, 3G and multi-mode embedded modules;

    -   Long-term relationships with mobile network operators and market-
        leading OEM (original equipment manufacturer) customers in key
        markets around the world; and

    -   Clear leadership in advanced wireless data technology and innovation,
        with unparalleled research and development capabilities.
    

    Together, Sierra Wireless and Wavecom will be uniquely positioned to
benefit from the anticipated growth in wireless data for the mobile computing
and M2M markets - which are expected to grow to over 200 million units by
2012.

    Further Information:

    Copies of the prospectus approved by the AMF under visa no. 09-002 dated
January 6, 2009, as well as a document containing other information relating
to Sierra Wireless France SAS, in particular legal, financial and accounting
information about Sierra Wireless France SAS, are available on the website of
Sierra Wireless, Inc. (www.sierrawireless.com) and the website of the AMF
(www.amf-france.org) and free of charge upon request to Lazard Frères Banque,
121 boulevard Haussmann, 75008 Paris.
    Copies of the response document approved by the AMF under visa no. 09-003
dated January 6, 2009, as well as a document containing other information
relating to Wavecom, in particular legal, financial and accounting information
about Wavecom are available on the website of the Autorité des marchés
financiers (www.amf-france.org) and the website of Wavecom (www.wavecom.com)
and free of charge upon request to Wavecom, 3, esplanade du Foncet, 92442 Issy
les Moulineaux and Merrill Lynch Capital Markets (France) SAS, 112, avenue
Kléber, 75761 Paris.

    
    About Sierra Wireless

    Global Leader in wireless modems for mobile computing and M2M
    

    Sierra Wireless (NASDAQ:   SWIR - TSX: SW) modems and software connect
people and systems to mobile broadband networks around the world. Sierra
Wireless offers a diverse product portfolio addressing enterprise, consumer,
original equipment manufacturer, specialized vertical industry, and
machine-to-machine markets, and provides professional services to customers
requiring expertise in wireless design, integration, and carrier
certification. For more information about Sierra Wireless, visit
www.sierrawireless.com.

    
    About Wavecom

    Wavecom - the wireless M2M experts
    

    Wavecom is a leading provider of embedded wireless technology for M2M
(machine-to-machine) communication. Wavecom provides a range of GSM/GPRS,
CDMA, EDGE and 3G Wireless CPUs; programmable processors which also act as
wireless modules or wireless modems. These are backed by a cellular wireless
software suite which includes a real-time operating system (RTOS), a software
development environment based on Eclipse(TM), and several Plug-Ins (GPS,
TCP/IP, security, Bluetooth(TM), Lua script and more). Wavecom also offers a
wide range of professional and operated services. Wavecom solutions are used
for automotive telematics, smart metering, fleet management, GSM/GPS/satellite
tracking, wireless alarms, wireless POS (point of sales), WLL (fixed voice),
remote monitoring and many other M2M applications.
    Founded in 1993 and headquartered in Issy-les-Moulineaux (France) near
Paris, Wavecom has subsidiaries in Hong Kong (PRC), Research Triangle Park, NC
(USA), Farnborough (UK), Munich (Germany) and Sao Paolo (Brazil). Wavecom is
publicly traded on Euronext Paris (Eurolist) in France and on the NASDAQ
(WVCM) exchange in the U.S.

    Cautionary Note Regarding 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 the U.S. Private Securities Litigation Reform Act of
1995 and applicable Canadian and French 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 in this press
release include all 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",
"continue", "growing", "expanding", or their negatives or other comparable
words. Forward-looking statements include statements regarding the offers for
the shares, ADSs, and OCEANEs of Wavecom, 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 Sierra Wireless' and Wavecom's respective filings and
reports, which may be found on SEDAR at www.sedar.com, on EDGAR at
www.sec.gov, on the AMF's website at www.amf-france.org, and in each of their
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 our control. Consequently, all
forward-looking statements in this press release are qualified by this
cautionary statement and we cannot assure you that actual results,
performance, achievements or developments that we anticipate will be realized.
Forward-looking statements are based on management's current plans, estimates,
projections, beliefs and opinions and we do not undertake any obligation to
update forward-looking statements should the assumptions related to these
plans, estimates, projections, beliefs and opinions change, except as required
by law.
    The tender offers described here are being made for the ordinary shares,
American depositary shares (the "ADSs") and convertible bonds (the "OCEANEs")
of Wavecom. This press release is for informational purposes only and is not
an offer to buy or the solicitation of an offer to sell any Wavecom
securities. The solicitation and the offer to buy the shares, ADSs and OCEANEs
of Wavecom is being made only pursuant to the offer to purchase and related
materials that Sierra Wireless France SAS filed with the AMF as a note
d'information approved by the AMF under visa ndegrees09-002 dated January 6,
2009, or the Tender Offer Statement on Schedule TO Sierra Wireless France SAS
filed with the U.S. Securities and Exchange Commission (the "SEC"). Wavecom
security holders and other investors should read carefully the Tender Offer
Statement on Schedule TO and the note d'information, as well as the Schedule
14D-9 and note en réponse Wavecom filed, and any amendments or supplements
thereto, prior to making any decisions with respect to the tender offers
because these documents contain, or will contain, important information,
including the terms and conditions of the tender offer. Wavecom security
holders and other investors can obtain copies of these tender offer materials
and any other documents filed with the AMF from the AMF's website
(http://www.amf-france.org.), and with the SEC, from the SEC's website
(http://www.sec.gov), in each case without charge. Such materials filed by
Sierra Wireless France SAS will also be available for free at Sierra
Wireless's website (http://www.sierrawireless.com).





For further information:

For further information: Sharlene Myers, Sierra Wireless, Phone: (604)
232-1445, Email: smyers@sierrawireless.com; Lisa Ann Sanders, Wavecom, Phone:
+33 1 46 29 41 81, Email: lisaann.sanders@wavecom.com

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SIERRA WIRELESS, INC.

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