termination right if, among other things, Sierra Wireless board of directors changes or withdraws its recommendation at any time prior to the Arrangement Resolution being approved. Sierra Wireless has a separate termination right if its Board of Directors authorizes Sierra Wireless to enter into a superior proposal (related to an unsolicited proposal) in accordance with the terms of the Arrangement Agreement at any time prior to the Arrangement Resolution being approved. Additionally, each of Semtech and Sierra Wireless has a separate termination right if the other party breaches its representations, warranties or covenants in a manner that would cause certain conditions precedent to be unfulfilled and incapable of being satisfied by the Outside Date.
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, which is filed hereto as Exhibit 2.1 and incorporated herein by reference.
The Arrangement Agreement has been included as Exhibit 2.1 hereto 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 change after the date of the Arrangement Agreement, which subsequent information may or may not be fully reflected in the Semtech’s or Sierra Wireless’ public 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 the Semtech files or has filed with the Securities and Exchange Commission.
Support and Voting Agreement
In connection with the Arrangement Agreement, certain members of Sierra Wireless’s management and all of the members of Sierra Wireless’ board of directors (collectively, the “Sierra Wireless Holders”) entered into separate support and voting agreements with Semtech (each, a “Voting Agreement”) whereby, among other things, each Sierra Wireless Holder, in his or her capacity as a securityholder and not in his or her capacity as a director or officer of Sierra Wireless has agreed (i) to vote or cause to be voted all Sierra Wireless common shares and Incentive Securities held in favor of the Arrangement and against any resolution that could reasonably be expected to adversely affect the likelihood of completion of the Arrangement, and (ii) not to sell, transfer, pledge or assign any such shares, subject to customary exceptions.
The Voting Agreements terminate upon the earliest of (i) the Effective Time; (ii) the termination of the Arrangement Agreement in accordance with its terms; or (iii) the Purchaser decreases the amount of the consideration without such Sierra Wireless Holder’s consent.
The foregoing description of the Voting Agreements is qualified in its entirety by reference to the full text of the form of Voting Agreement, which is filed hereto as Exhibit 10.1 and incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On August 2, 2022, Semtech and Sierra Wireless issued a joint press release announcing the entry into the Arrangement Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Semtech is also furnishing as Exhibit 99.2 and Exhibit 99.3 to this Current Report on Form 8-K a slide presentation used by Semtech in connection with an investor call held at 3:00 p.m. Pacific Time (6:00 p.m. ET) on August 2, 2022 to discuss the Arrangement and a transcript of such investor call, respectively.
The information contained in Item 7.01, including Exhibits 99.1, 99.2 and 99.3, 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.
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