Sierra Wireless' Tender Offers for Wavecom Are Successful



    VANCOUVER and ISSY-LES-MOULINEAUX, France, Feb. 18 /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, announced today that Sierra Wireless France's all-cash tender
offers for Wavecom securities in France and the United States were successful.
    The preliminary results of the tender 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 84.34% 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 90.59% of the voting rights of Wavecom, and
therefore, the minimum tender condition of the offers has been satisfied.
    "We are very pleased with the results of the tender offers and we are
excited about Sierra Wireless and Wavecom joining forces. Together, the two
companies are uniquely positioned to become a global leader in wireless for
mobile computing and M2M, with one of the most comprehensive product
portfolios in the industry, significant presence in all regions globally, and
world-leading customers," said Jason Cohenour, President and CEO of Sierra
Wireless. "Based on the complementary nature of the businesses, we expect a
fast integration with very little impact on operations. During the integration
and beyond, we will be focused on delivering market leading support to our
customers and working aggressively to expand market share by leveraging our
combined product lines and channels."
    Sierra Wireless and Wavecom expect that the AMF will announce the final
results of the tender offers on or before February 25, 2009. The settlement of
the French tender offer and cash payment to financial intermediaries for the
tendered ordinary shares and OCEANEs is scheduled to occur on or around March
3, 2009.
    Upon confirmation of these preliminary results, the tender offers will be
reopened within 10 trading days for a subsequent offering period of at least
10 trading days in France and the United States. Sierra Wireless expects to
publish a timetable for the subsequent offering period for both tender offers
on, or shortly after, publication of the final results of the tender offers by
the AMF.
    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 the Wavecom shares and OCEANEs
from Euronext and of the ADSs from NASDAQ.

    Further Information:

    The tender offers described here are being made for the ordinary shares,
the ADSs and 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 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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