Sierra Wireless holds 84.32% of Wavecom capital and 90.57% of voting rights before the reopening of the subsequent offering period



    Wavecom announces the early redemption of the OCEANEs

    VANCOUVER and ISSY-LES-MOULINEAUX, France, Feb. 25 /CNW/ - Sierra
Wireless (NASDAQ:   SWIR - TSX: SW), a leading provider of wireless solutions
for mobile computing, and Wavecom (Paris: AVM - NASDAQ:   WVCM), a leading
provider of embedded wireless technology for M2M (machine-to-machine)
communication, confirmed today that the all-cash tender offers of Sierra
Wireless France, a wholly owned subsidiary of Sierra Wireless, Inc., for
Wavecom securities in France (the "Offer") and the United States (the "U.S.
Offer") (together with the Offer, the "Offers") were successful.
    The final results of the Offers were published today by the French stock
market authority, the AMF (Autorité des marchés financiers). As of the
expiration date of February 12, 2009, 13,353,912 ordinary shares were tendered
to the offers (including ordinary shares represented by American Depositary
Shares, the "ADSs"), which represent 84.32% of outstanding Wavecom shares. In
addition, 2,571,022 OCEANE convertible bonds (the "OCEANEs") were tendered to
the offers, which represent 99.97% of the outstanding OCEANEs. The tendered
securities represent 90.57% of the voting rights of Wavecom, and therefore,
the minimum tender condition of the Offers has been satisfied.
    The settlement of the French tender offer and cash payment to financial
intermediaries for the ordinary shares and OCEANEs tendered into the French
Offer is scheduled for March 3, 2009. Cash payment for securities tendered
into the U.S. Offer is scheduled to occur shortly thereafter.

    Subsequent Offering Period from March 11 to 31, 2009

    Sierra Wireless announces, subject to the publication of a calendar of
the subsequent offering period in France by the AMF, a subsequent offering
period in France and the United States starting on March 11, 2009, and which
will be open for a period of 15 trading days. Sierra Wireless France has
irrevocably undertaken to accept all ordinary shares, American Depositary
Shares ("ADSs") and OCEANEs tendered in the subsequent offering period. The
offer price for the ordinary shares is (euro)8.50 per share, and the offer
price for the OCEANEs is (euro)31.93 plus unpaid accrued interest (calculated
pro rata to the number of days from the last interest payment date to the day
of settlement for the OCEANEs) per OCEANE. The offer price for the ADSs is the
US dollar equivalent of (euro)8.50 per ADS.
    Shortly after the closing of the subsequent offering period, provided
applicable legal requirements are satisfied, Sierra Wireless France intends to
implement a squeeze-out of the shares and OCEANEs that have not been tendered
to the offers and to request the delisting of Wavecom shares and OCEANEs from
Euronext and ADSs from NASDAQ.

    
    Early Redemption of OCEANEs at the Option of OCEANE Holders Following a
    Change in Control
    

    In accordance with the terms of the OCEANEs as described in Section
4.9.4.2 of the note d'opération, the OCEANE offering prospectus, which
received AMF visa no. 07-242 on July 5, 2007, Wavecom is hereby announcing the
change of control of Wavecom following the success of the Offers initiated by
Sierra Wireless France for all Wavecom ordinary shares, ADSs and OCEANEs.
Accordingly, non-U.S holders of Wavecom OCEANEs may request early redemption
of their OCEANE during one of the two periods described below.
    The first early redemption period will be open from March 4, 2009 to
March 9, 2009 at a price of (euro)31.30 plus (euro)0.10505 corresponding to
the unpaid accrued interest from the last interest payment date preceding the
early redemption date until the effective date of the redemption, i.e.
(euro)31.40505 per OCEANE. The early redemption will take place on March 12,
2009.
    A second early redemption period is scheduled to be open from April 15 to
April 30, 2009 at a price of (euro)31.30 plus unpaid accrued interest from the
last interest payment date preceding the early redemption date until the
effective date of the redemption. The early redemption is scheduled to take
place on May 6, 2009. The final calendar of the second early redemption
period, as well as the redemption price will be confirmed later.
    U.S. holders (within the meaning of Rule 14d-1(d) under the United States
Securities Exchange Act of 1934) may not participate in the two early
redemption periods, but all holders, including U.S. holders, may tender their
OCEANEs during the subsequent offering period at a price of (euro)31.93 plus
unpaid accrued interest, a price higher than the price offered in the early
redemption procedure.
    Wavecom also reserves the right, in accordance with the terms of the
OCEANEs, to carry out an early redemption of the OCEANEs (at a price of the
nominal value plus interest accrued from the last interest payment date
preceding the early redemption date until the effective date of redemption) if
the number of OCEANEs remaining outstanding is less than 10% of the number of
the OCEANEs issued. Since only 0.03% of the OCEANEs remain outstanding, as of
the expiration date of February 12, 2009, Wavecom hereby informs OCEANE
holders that it intends to exercise this right, in the event that Sierra
Wireless France is not able to implement a squeeze-out.

    
    Indicative Calendar of the Subsequent Offering Period and OCEANE Early
    Redemption Periods

    -------------------------------------------------------------------------
    March 4, 2009      Commencement of the first OCEANE early redemption
                       period in France
    -------------------------------------------------------------------------
    March 9, 2009      Close of the first OCEANE early redemption period in
                       France
    -------------------------------------------------------------------------
    March 11, 2009     Commencement of subsequent offering period for both
                       Offers
    -------------------------------------------------------------------------
    March 12, 2009     Early redemption of OCEANEs submitted for redemption
                       in France
    -------------------------------------------------------------------------
    March 31, 2009     Expiration of subsequent offering period for both
                       Offers
    -------------------------------------------------------------------------
    April 7, 2009      Announcement of final results of subsequent offering
                       period
    -------------------------------------------------------------------------
    April 14, 2009     Settlement - delivery of securities tendered into
                       subsequent offering period in France
    -------------------------------------------------------------------------
    April 15, 2009     Commencement of the second OCEANE early redemption
    To be confirmed    period in France
    -------------------------------------------------------------------------
    April 30, 2009     Close of the second OCEANE early redemption period in
    To be confirmed    France
    -------------------------------------------------------------------------
    May 6, 2009        Early redemption of OCEANEs submitted for redemption
    To be confirmed    in France
    -------------------------------------------------------------------------
    

    Further Information:

    The tender offers described here are being made for the ordinary shares,
the ADSs and 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 filed with the AMF
or the U.S. Securities and Exchange Commission (the "SEC"). Wavecom security
holders and other investors should read carefully the filed documents listed
below, 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 offers.
    Copies of the note d'information approved by the AMF under visa no.
09-002 dated January 6, 2009, as well as the "other information document," are
available on the Sierra Wireless, Inc. website (www.sierrawireless.com) and
the AMF website (www.amf-france.org) and can be obtained for free from Lazard
Frères Banque, 121 boulevard Haussmann, 75008 Paris.
    Copies of the note en réponse approved by the AMF under visa no. 09-003
dated January 6, 2009, as well as the "other information document," are
available on the Wavecom website (www.wavecom.com) and the AMF website
(www.amf-france.org) and can be obtained for free from Wavecom, 3, esplanade
du Foncet, 92442 Issy-les-Moulineaux and Merrill Lynch Capital Markets
(France) SAS, 112, avenue Kléber, 75761 Paris.
    Copies of the Tender Offer Statement on Schedule TO filed by Sierra
Wireless France and the Schedule 14D-9 filed by Wavecom, are available from
the SEC's website (www.sec.gov). Such materials filed by Sierra Wireless
France and Wavecom are also available for free on the websites of Sierra
Wireless, Inc. (www.sierrawireless.com) and Wavecom (www.wavecom.com).
    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 (www.amf-france.org.), and with the SEC, from the SEC's website
(www.sec.gov), in each case without charge. Such materials filed by Sierra
Wireless France will also be available for free at Sierra Wireless' website
(www.sierrawireless.com).

    About Sierra Wireless

    Global Leader in Wireless Solutions 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 statements relating to the offers for the ordinary shares, the
ADSs, and the OCEANEs of Wavecom and the results of such offers, the combined
company's future business prospects and projected position in the wireless
data and M2M markets, the outlook for the combined company's future
operations, plans and timing for the introduction or enhancement of its
services and products, strategies or developments, future market conditions
and supply conditions. 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. 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 AMF in France, the SEC 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.

    %SEDAR: 00011917E




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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