UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events |
As previously disclosed, on August 2, 2022, Semtech Corporation, a Delaware corporation (“Semtech”), Sierra Wireless, Inc., a corporation existing under the Canada Business Corporations Act (“Sierra Wireless”), and 13548597 Canada Inc., a corporation formed under the Canada Business Corporations Act, and a wholly owned subsidiary of Semtech (the “Purchaser”), entered into an Arrangement Agreement (the “Arrangement Agreement”), pursuant to which, among other things, Purchaser will acquire all of the issued and outstanding common shares of Sierra Wireless (the “Arrangement”).
The consummation of the Arrangement is subject to the satisfaction or waiver of certain closing conditions including, among other things, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Waiting Period”). As previously disclosed on October 18, 2022, Semtech and Sierra Wireless each received a request for additional information and documentary material (the “Second Request”) from the Antitrust Division of the U.S. Department of Justice in connection with the Arrangement. On January 5, 2023, Semtech and Sierra issued a joint press release announcing notification that the HSR Waiting Period had been terminated. A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Semtech currently anticipates the closing of the Arrangement will occur on or about January 12, 2023, subject to the satisfaction (or, to the extent permitted by applicable law, waiver) of the conditions set forth in the Arrangement Agreement that by their nature are to be satisfied at the closing of the Arrangement.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit Number |
Description | |
| 99.1 | Joint Press Release of Semtech Corporation and Sierra Wireless, Inc. issued on January 5, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SEMTECH CORPORATION | ||||||
| Date: January 5, 2023 | /s/ Emeka N. Chukwu | |||||
| Name: | Emeka N. Chukwu | |||||
| Title: | Chief Financial Officer | |||||