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Sierra Wireless, Inc. Receives TSX Approval for Normal Course Issuer Bid



  Sierra Wireless, Inc. Receives TSX Approval for Normal Course Issuer Bid

Business Wire

VANCOUVER, British Columbia -- February 6, 2013

Sierra Wireless, Inc. (NASDAQ: SWIR) (TSX: SW) (“Sierra Wireless” or the
“Company”) today announced that it has received approval from the Toronto
Stock Exchange (“TSX”) of its Notice of Intention to Make a Normal Course
Issuer Bid (the “Bid”).

Pursuant to the Bid, Sierra Wireless may purchase for cancellation up to
1,529,687 of its common shares (“Common Shares”), or approximately 5% of the
Common Shares outstanding as of the date of this announcement (representing
5.1% of the public float). As of January 31, 2013, there were 30,593,751
Common Shares of Sierra Wireless issued and outstanding, and the public float
consisted of 30,020,245 Common Shares.

The purchases will be made by Sierra Wireless through the facilities and in
accordance with the rules of the TSX and Rule 10b-18 under the U.S. Securities
Exchange Act of 1934 (“Rule 10b-18”), and the price which Sierra Wireless will
pay for any such Common Shares will be the market price at the time of
acquisition. Sierra Wireless will make no purchases of Common Shares other
than open market purchases or other means approved by the TSX. Other than
block purchases allowable under the TSX rules, purchases will be subject to a
daily restriction of 13,322 Common Shares, being 25% of the average daily
trading volume for the preceding six months. In addition, purchases of Common
Shares through the facilities of the Nasdaq Stock Market (“Nasdaq”) will be
made in compliance with Rule 10b-18, which contains similar restrictions on
the number of shares that may be repurchased based on the average daily
trading volumes of the Common Shares on Nasdaq, subject to certain exceptions
for block purchases. In addition, purchases may also be made through other
Canadian marketplaces.

The actual number of Common Shares of the Company that are purchased for
cancellation under the Bid, if any, and the timing of such purchases will be
determined by the Company. The Board of Directors of Sierra Wireless believes
that the proposed purchases are in the best interests of Sierra Wireless and
are a desirable use of corporate funds.

To the knowledge of the Company, no director, senior officer or other insider
of Sierra Wireless currently intends to sell any Common Shares under this Bid.
However, sales by such persons through the facilities of the TSX or Nasdaq may
occur if the personal circumstances of any such person changes or any such
person makes a decision unrelated to these normal course purchases. The
benefits to any such person whose shares are purchased would be the same as
the benefits available to all other holders whose shares are purchased.

The Bid will commence on February 14, 2013 and will terminate on the earlier
of: (i) February 13, 2014, (ii) the date Sierra Wireless completes its
purchases pursuant to the notice of intention filed with the TSX, or (iii) the
date of notice by Sierra Wireless of termination of the Bid.

Over the past 12 months, the Company has purchased, pursuant to a normal
course issuer bid, 800,000 Common Shares at a weighted average price of $7.89
per Common Share.

Cautionary Note Regarding Forward-Looking Statements
Certain statements and information in this press release are not based on
historical facts and constitute forward-looking statements or forward-looking
information within the meaning of the U.S. Private Securities Litigation
Reform Act of 1995 and Canadian securities laws (“forward-looking
statements”). Forward-looking statements are provided to help you understand
our views of our short and longer term prospects. We caution you that
forward-looking statements may not be appropriate for other purposes. We will
not update or revise our forward-looking statements unless we are required to
do so by securities laws.

Forward-looking statements:

  * Typically include words and phrases about the future such as “outlook”,
    “may”, “estimates”, “intends”, “believes”, “plans”, “anticipates” and
    “expects”.
  * Are not promises or guarantees of future performance. They represent our
    current views and may change significantly.
  * Are based on a number of material assumptions, including those listed
    below, which could prove to be significantly incorrect:

  * Our ability to develop, manufacture and sell new products and services
    that meet the needs of our customers and gain commercial acceptance;
  * Our ability to continue to sell our products and services in the expected
    quantities at the expected prices and expected times;
  * Expected cost of goods sold;
  * Expected component supply constraints;
  * Our ability to “win” new business;
  * Expected deployment of next generation networks by wireless network
    operators;
  * Our operations are not adversely disrupted by component shortages or other
    development, operating or regulatory risks; and
  * Expected tax rates relative mix of earnings amongst the tax jurisdictions
    in which we operate, along with foreign exchange rates.

  * Are subject to substantial known and unknown material risks and
    uncertainties. Many factors could cause our actual results, achievements
    and developments in our business to differ significantly from those
    expressed or implied by our forward-looking statements, including, without
    limitation, the following factors, most of which are discussed in greater
    detail. These risk factors and others are discussed in our Annual
    Information Form and Management’s Discussion and Analysis of Financial
    Condition and Results of Operations, which may be found on SEDAR at
    www.sedar.com and on EDGAR at www.sec.gov and in our other regulatory
    filings with the Securities and Exchange Commission in the United States
    and the Provincial Securities Commissions in Canada.

  * We may experience higher than anticipated costs; disruption of, and
    demands on, our ongoing business; diversion of management’s time and
    attention; adverse effects on existing business relationships with
    suppliers and customers and employee issues in connection with the
    divestiture of the AirCard assets and operations

  * Actual sales volumes or prices for our products and services may be lower
    than we expect for any reason including, without limitation, the
    continuing uncertain economic conditions, competition, different product
    mix, the loss of any of our significant customers;
  * The cost of products sold may be higher than planned or necessary
    component supplies may not be available, are delayed or are not available
    on commercially reasonable terms;
  * We may be unable to enforce our intellectual property rights or may be
    subject to litigation that has an adverse outcome;
  * The development and timing of the introduction of our new products may be
    later than we expect or may be indefinitely delayed;
  * Transition periods associated with the migration to new technologies may
    be longer than we expect.

About Sierra Wireless
Sierra Wireless (NASDAQ: SWIR) (TSX: SW) offers industry-leading mobile
computing and machine-to-machine (M2M) communications products and solutions
that connect people, devices, and applications over cellular networks.
Wireless service providers, equipment manufacturers, enterprises and
government organizations around the world depend on us for reliable wireless
technology. We offer 2G, 3G and 4G wireless modems, routers and gateways as
well as a comprehensive suite of software, tools, and services that ensure our
customers can successfully bring wireless applications to market. For more
information about Sierra Wireless, visit www.sierrawireless.com.

Contact:

Sierra Wireless, Inc.
David G. McLennan, (604) 231-1181
Chief Financial Officer
www.sierrawireless.com
dmclennan@sierrawireless.com
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