Exchange Offer is Intended to Facilitate
Divestiture of MiFi Business in First Quarter of 2017
SAN DIEGO--(BUSINESS WIRE)--
Inseego Corp. (successor issuer to Novatel Wireless, Inc.) (Nasdaq:
INSG), a leading global provider of solutions for the Internet of Things
(IOT), including software-as-a-service (SaaS), today announced that it
has commenced an offer to exchange each validly tendered and accepted
$1,000 principal amount of 5.50% Convertible Senior Notes due 2020
issued by Novatel Wireless, Inc., a wholly owned subsidiary of Inseego
Corp. (the "Novatel Wireless Notes"), for $1,000 principal
amount of 5.50% Convertible Senior Notes due 2022 to be issued by
Inseego Corp. (the "Inseego Notes").
Concurrently with the exchange offer, Novatel Wireless, Inc. is
soliciting consents from each holder of the Novatel Wireless Notes to
amend the terms of the Novatel Wireless Notes and the indenture
governing such notes to, among other things, eliminate certain events of
default and substantially all of the restrictive covenants in the
Novatel Wireless Notes, including the merger covenant, which sets forth
certain requirements that must be met for Novatel Wireless, Inc. to
consolidate, merge or sell all or substantially all of its assets, and
the reporting covenant, which requires Novatel Wireless, Inc. to provide
certain periodic reports to holders of such notes (the "Proposed
Amendments").
The exchange offer and consent solicitation will expire immediately
following 11:59 p.m., New York City time, on January 5, 2017, unless
extended (the "Expiration Date"). Holders may withdraw
tendered Novatel Wireless Notes at any time prior to the Expiration
Date. Any Novatel Wireless Notes withdrawn pursuant to the terms of the
exchange offer and consent solicitation shall not thereafter be
considered tendered for any purpose unless and until such notes are
again tendered pursuant to the exchange offer and consent solicitation.
Existing Novatel Wireless Notes not exchanged in the exchange offer and
consent solicitation will be returned to the tendering holder at Inseego
Corp.'s expense promptly after the expiration or termination of the
exchange offer and consent solicitation.
A registration statement on Form S-4 relating to the Inseego Notes has
been filed with the Securities and Exchange Commission (the "SEC"),
but has not yet become effective. The consummation of the exchange offer
and consent solicitation is subject to, and conditional upon, the
satisfaction or, where permitted, waiver of certain conditions
including, among other things, the effectiveness of the registration
statement, the receipt of valid consents to the Proposed Amendments from
the holders of a majority of the outstanding aggregate principal amount
of the Novatel Wireless Notes and at least 98% of the outstanding
principal amount of Novatel Wireless Notes being validly tendered and
not properly withdrawn prior to the Expiration Date. All conditions to
the exchange offer and consent solicitation must be satisfied or, where
permitted, waived, on or prior to the Expiration Date.
Inseego Corp. is conducting this exchange offer and consent solicitation
in order to facilitate the previously announced sale of its mobile
broadband business, which includes its MiFi branded hotspots and USB
modem product lines (which is currently operated by Novatel Wireless,
Inc.) to T.C.L. Industries Holdings (H.K.) Limited, a Hong Kong limited
liability company, and Jade Ocean Global Limited, a British Virgin
Islands business company, for cash consideration of $50.0 million,
subject to potential adjustment based on the working capital and
indebtedness of Novatel Wireless, Inc. as of the closing of such sale.
The consummation of the sale is expected to occur in the first quarter
of 2017.
Jefferies LLC is acting as dealer manager for the exchange offer and
consent solicitation and D.F. King & Co., Inc. is acting as exchange
agent and information agent for the exchange offer and consent
solicitation.
This press release does not constitute an offer to sell or exchange or
the solicitation of an offer to buy or exchange any securities, nor
shall there be any exchange of the Inseego Notes for Novatel Wireless
Notes pursuant to the exchange offer and consent solicitation in any
jurisdiction in which such exchange would be unlawful prior to
registration or qualification under the laws of such jurisdiction.
About Inseego Corp.
Inseego Corp. (Nasdaq: INSG) is a leading global provider of
software-as-a-service (SaaS) and solutions for the Internet of Things
(IoT). The Company sells its telematics solutions under the Ctrack
brand, including its fleet management, asset tracking and monitoring,
stolen vehicle recovery, and usage-based insurance platforms. Inseego
Corp. also sells business connectivity solutions and device management
services through Novatel Wireless, Inc. and Feeney Wireless (FW).
Inseego Corp. has over 30 years of experience providing customers with
secure and insightful solutions and analytics, with approximately
590,000 global subscribers, including 182,000 fleet management
subscribers. The Company is headquartered in San Diego, California. www.inseego.com
Twitter @inseego
Where You Can Find Additional Information
As noted above, further details regarding the terms and conditions of
the exchange offer and consent solicitation, including descriptions of
the Inseego Notes and the material differences between the Inseego Notes
and the Novatel Wireless Notes, can be found in the registration
statement that has been filed with the SEC but has not yet become
effective, and in a tender offer statement on Schedule TO that has been
filed with the SEC. The securities subject to the registration statement
may not be issued and sold prior to the time the registration statement
becomes effective. ANY INVESTOR HOLDING NOVATEL WIRELESS NOTES IS URGED
TO READ THE REGISTRATION STATEMENT, THE TENDER OFFER STATEMENT AND OTHER
DOCUMENTS THE COMPANY HAS FILED OR WILL FILE WITH THE SEC BECAUSE THEY
CONTAIN IMPORTANT INFORMATION ABOUT THE ISSUER AND THE OFFERING.
The registration statement, the tender offer statement and other related
documents, when filed, can be obtained for free from the SEC's website
at www.sec.gov.
Documents are also available for free upon oral request made to Inseego
Corp. at (858) 812-3400 or written request made to Inseego Corp.,
Attention: Corporate Secretary, 9645 Scranton Road, Suite 205, San
Diego, CA 92121, prior to December 12, 2016, and 9605 Scranton Road,
Suite 300, San Diego, CA 92121, on and after December 12, 2016, and from
the Company's website at www.inseego.com.
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this press release may constitute forward-looking
statements. These forward-looking statements relate to a variety of
matters, including, without limitation, statements regarding Inseego
Corp.'s ability to successfully complete the exchange offer and consent
solicitation and the timing and expected proceeds of the sale of Novatel
Wireless, Inc. These forward-looking statements are made on the basis of
the current beliefs, expectations and assumptions of the management of
Inseego Corp. and are subject to significant risks and uncertainty.
Investors are cautioned not to place undue reliance on any such
forward-looking statements. All such forward-looking statements speak
only as of the date they are made, and Inseego Corp. undertakes no
obligation to update or revise these statements, whether as a result of
new information, future events or otherwise, except as may be required
by law. These forward-looking statements also involve many risks and
uncertainties that may cause actual results to differ materially from
what may be expressed or implied in these forward-looking statements.
For a further discussion of risks and uncertainties that could cause
actual results to differ from those expressed in these forward-looking
statements, as well as risks relating to the business of Inseego Corp.
in general, see the risk disclosures in our Annual Report on Form 10-K
for the year ended December 31, 2015, and in other subsequent filings
made with the SEC by Novatel Wireless, Inc. and Inseego Corp. (available
at www.sec.gov).
View source version on businesswire.com: http://www.businesswire.com/news/home/20161208005359/en/
Inseego Corp. Media Relations Contact:
Diana Hoogbruin, 858-812-0659
dhoogbruin@nvtl.com
or
Investor
Relations Contact:
Michael Sklansky, 858-431-0792
msklansky@nvtl.com
Source: Inseego Corp.
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