NETGEAR ENTERS INTO AGREEMENT TO ACQUIRE SELECT ASSETS OF SIERRA WIRELESS AIRCARD BUSINESS
Acquisition accelerates mobile initiative of NETGEAR service provider business and will be immediately accretive to earnings upon closing
SAN JOSE, Calif. - January 28, 2013 - NETGEAR(R), Inc. (NASDAQGM: NTGR), a global networking company that delivers innovative products to consumers, businesses and service providers, today announced that on January 28, 2013, it entered into an agreement to acquire select assets and operations of the Sierra Wireless, Inc. ("Sierra Wireless") AirCard(R) business. NETGEAR management will hold an investor conference call tomorrow, January 29, 2013 at 8:30 a.m. EST (5:30 a.m. PST) to discuss the agreement.
On January 28, 2013, NETGEAR entered into an Asset Purchase Agreement with Sierra Wireless to acquire the operations of the AirCard business, including customer relationships, certain intellectual property, inventory and fixed assets of the Sierra Wireless AirCard business. The purchase price is approximately $138 million in cash. The final purchase price is subject to adjustments to be made after closing. The transaction, which is subject to customary closing conditions, including the receipt of necessary regulatory clearances, is expected to close by the end of NETGEAR's fiscal first quarter.
Patrick Lo, Chairman and Chief Executive Officer of NETGEAR, commented, "We are excited to announce that we have entered into an agreement to acquire select assets of the Sierra Wireless AirCard business. We expect this acquisition will accelerate the mobile initiative of our service provider business unit to become a global leader in providing the latest in LTE data networking access devices. We believe that LTE network technology represents a huge market opportunity, especially in emerging markets and rural areas where high speed broadband Internet access is currently limited. This asset acquisition reinforces NETGEAR's commitment to develop innovative products for the next generation of Internet service providers."
Christine Gorjanc, Chief Financial Officer of NETGEAR, said, "We are excited about the opportunities this transaction gives us, and we expect this acquisition to be accretive to non-GAAP earnings in the first full quarter that NETGEAR operates the AirCard business. Based on current information, the business we are acquiring has a 12 month trailing net revenue run rate of approximately $247 million through December 2012."
"We are also taking this opportunity to update NETGEAR's estimates for the recently completed fourth quarter of 2012," Ms. Gorjanc continued. "We currently expect to achieve net revenue of $305 million to $310 million and non-GAAP operating margin within the 11% to 11.5% range, both of which are within the guidance we provided last quarter for net revenue and non-GAAP operating margin, respectively. The non-GAAP tax rate for the fourth quarter of 2012 is currently expected to be approximately 40%, which is higher than the approximately 33% that we had previously estimated. We will provide all the details on our 2012 fourth quarter and year-end results in our normally scheduled earnings release in February."
With the completion of the asset acquisition, approximately 160 employees located primarily in Carlsbad, California and Richmond, British Columbia are expected to be integrated into NETGEAR's service provider business under Michael Clegg, Senior Vice President and General Manager of NETGEAR's service provider business unit.
SIERRA WIRELESS ENTERS INTO AGREEMENT TO SELL ASSETS OF AIRCARD(R) BUSINESS TO NETGEAR
Vancouver, Canada - January 28, 2013
Expected net cash proceeds of approximately $100 million USD
Transaction enables Sierra Wireless to accelerate growth of machine-to-machine (M2M) business
Company provides preliminary fourth quarter and full year 2012 financial highlights
(All amounts included are in U.S. dollars unless otherwise stated.) Sierra Wireless, Inc. (NASDAQ: SWIR) (TSX: SW) today announced it has executed a definitive agreement for the sale of substantially all of the assets and operations related to its AirCard(R) business to NETGEAR(R), Inc. (NASDAQGM: NTGR) for $138 million in cash plus approximately $6.5 million in assumed liabilities as of December 31, 2012. NETGEAR is a global networking company that delivers innovative products to consumers, businesses, and service providers. Sierra Wireless expects to realize net cash proceeds of approximately $100 million from the asset sale, after related taxes, expenses, and funds held in escrow. The transaction is expected to close in March 2013, subject to customary closing conditions.
Under the transaction, NETGEAR will acquire the assets and operations of the AirCard business, including customer relationships, products, intellectual property, inventory, and fixed assets, and assume certain liabilities, including warranty commitments and other customer obligations. Approximately 160 employees, primarily in sales, marketing, and R&D, will be transferred to NETGEAR, as well as certain facilities in Carlsbad, CA and Richmond, BC.
"This transaction is the next step in our transformation into a company focused on enabling the 'Internet of Things' - a strategy we have been pursuing with great success since 2007," said Jason Cohenour, President and CEO of Sierra Wireless. "We are the world leader in this dynamic market, with the industry's broadest product lineup, solutions across the value chain and an extensive, blue-chip customer base. In addition to realizing a solid return for the AirCard business, this transaction will provide significant financial resources and capacity to accelerate our growth in M2M and connected device solutions."
Mr. Cohenour added, "Our AirCard business has become the technology leader in the mobile broadband market, and has earned a global reputation for strong R&D execution and high quality products. The acquisition by NETGEAR offers this product line and superb team a natural home and excellent growth prospects, as the strategy, product line and channel alignment is very strong. Under the ownership of NETGEAR, our AirCard customers can expect continued high service levels and technology innovation."
Upon completion of the transaction, Sierra Wireless's retained business will include its AirPrime[TM] embedded modules for M2M and Mobile Computing, AirLink(R) intelligent gateways and routers, and AirVantage[TM] M2M cloud product lines. Going forward, Sierra Wireless will be an M2M and connected device pure play company, focused on providing innovative hardware, software, and cloud-based solutions that work together to enable customers across a broad range of markets to connect their machines to the "Internet of Things."
Use of funds
Sierra Wireless intends to use net proceeds from the transaction to continue its acquisition strategy in the M2M market, with the objective of accelerating revenue and earnings growth by strengthening its leadership in existing markets and expanding its position in the M2M value chain.
Sierra Wireless is also exploring alternatives to return a portion of the proceeds to shareholders and will seek approval of the Toronto Stock Exchange ("TSX") to undertake a normal course issuer bid ("NCIB"). The terms of the proposed NCIB will be subject to TSX review and approval, and Sierra Wireless expects to provide further details in the coming weeks.
Financial highlights for the fourth quarter and full year 2012
Sierra Wireless expects consolidated fourth quarter 2012 results to be solidly in line with guidance provided on November 1, 2012. Preliminary revenue for the full year is $644 million.
With respect to the retained business, preliminary fourth quarter and full year 2012 revenues were $109 and $397 million, respectively, including $14.0 million and $61.1 million, respectively, in revenue from the sale of AirPrime embedded wireless modules to Mobile Computing customers. Non-GAAP gross margin for the retained business was 33.2 percent in the fourth quarter of 2012 and 31.6 percent for the full year. Non-GAAP earnings from operations for the retained business were modestly positive in the fourth quarter, showing a steady improvement throughout the year.
"Upon closing this transaction, we will be highly focused on driving profitable revenue growth in our M2M business," said David McLennan, Chief Financial Officer of Sierra Wireless. "As a stand-alone business, we will have a cost structure that supports considerably higher revenue levels, which will initially be reflected in modest operating margins. However, because we will be fully invested for growth, as we increase our revenues we expect to see greater operating leverage from the business."
Sierra Wireless will release fourth quarter and fiscal 2012 financial results after market close on February 6, 2013. Management will provide additional financial detail at that time.
BMO Capital Markets is acting as exclusive financial advisor to Sierra Wireless, and Blake, Cassels & Graydon LLP and Paul Hastings LLP are acting as legal counsel to Sierra Wireless.
