- Amended tender offer statement by Third Party (SC TO-T/A)
16 December 2008 - 2:52AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934.
(Amendment No. 6)
Wavecom S.A.
(Name of Subject Company (Issuer))
Gemalto S.A.
a subsidiary of
Gemalto N.V.
(Offerors)
(Names of Filing Persons (identifying status as offeror, issuer or other person))
Shares, nominal value of 1.00 per Share
and
American Depositary Shares evidenced by American Depositary Receipts, each
representing one Share
(Title of Class of Securities)
943531103
(CUSIP Number of Class of Securities)
Jean-Pierre Charlet
Gemalto N.V.
Koningsgracht Gebouw 1
Joop Geesinkweg 541-542
1096 AX, Amsterdam
The Netherlands
+31 205 620 680
Copy to:
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Laurent Faugérolas
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Jon J. Lyman
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Stéphane Sabatier
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Willkie Farr & Gallagher LLP
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Willkie Farr & Gallagher LLP
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One Angel Court
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21-23 rue de la Ville lEvêque
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London EC2R 7HJ, England
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Paris 75008, France
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+44 20 7696 5454
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+33 1 53 43 45 00
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(Name, Address and Telephone Numbers of Persons
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Calculation of Filing Fee
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Transaction Valuation*
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Amount of Filing Fee**
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$27,713,010
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$1,089
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*Estimated solely for purposes of calculating the filing fee. The Transaction Valuation was
calculated on the basis of (i) the offer price of (x) 7 for each of the 1,718,330 ADSs
outstanding; (y) 7 for each of the 791,022 Shares estimated to be held by U.S. holders as of
the date hereof within the meaning of Rule 14d-1(d) under the Securities Exchange Act of 1934, as
amended (the
Exchange Act
); (z) 31.30 plus unpaid accrued interest for each of the 128,594
OCEANEs estimated to be held by U.S. holders as of the date hereof; and (ii) an exchange rate
(using the noon buying rate in New York City for cable transfers in euro as certified for customs
purposes by the Federal Reserve Bank of New York on October 22, 2008) of $1.2835 for one euro. The
unpaid accrued interest to be paid per OCEANE is estimated to be 0.01 per OCEANE based on an
estimated settlement date of January 5, 2009 for the Offers (as defined below). The number of
Shares and OCEANEs estimated to be held by U.S. holders is based on an assumption, made solely for
purposes of calculating the filing fee, that 5% of the 15,820,442 outstanding Shares and 5% of the
2,571,884 outstanding OCEANEs are each held by U.S. holders. The number of ADSs, Shares and OCEANEs
outstanding is based on Wavecom S.A.s (
Wavecom
) Form 6-K filed with the Securities and Exchange
Commission (the
Commission
) on October 22, 2008 and Wavecoms Form 20-F for the fiscal year ended
December 31, 2007 filed with the Commission on April 8, 2007.
**
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The filing fee, calculated in accordance with Rule 0-11(d) under the Securities Exchange Act
of 1934, as amended, as modified by Fee Advisory No. 7 for the fiscal year 2008, is $39.30 for
every $1,000,000 of transaction value.
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify
the filing with which the offsetting fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid: $1,089
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Filing Party: Gemalto S.A.
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Form or Registration No.: SC TO-T
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Date Filed: October 28, 2008
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o
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
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þ
third-party tender offer subject to Rule 14d-1.
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o
going-private transaction subject to Rule 13e-3.
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issuer tender offer subject to under Rule 13e-4.
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amendment to Schedule 13D under Rule 13d-2.
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Check the following box if the filing is a final amendment reporting the results of the tender offer:
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TABLE OF CONTENTS
This Amendment No. 6 to Schedule TO amends and supplements the Tender Offer Statement on
Schedule TO, as amended, initially filed with the Securities and Exchange Commission on October 28,
2008 (the
Schedule TO
) by Gemalto S.A., a
société anonyme
organized under the laws of France
(
Purchaser
) and a subsidiary of Gemalto N.V., a company organized under the laws of The
Netherlands, relating to the offer to purchase all outstanding Wavecom shares, nominal value
1.00 (
Shares
), all outstanding Wavecom American Depositary Shares, each representing one
Share (
ADSs
), and all outstanding bonds convertible or exchangeable into new or existing Shares
(
obligations à option de conversion et/ou déchange en actions nouvelles ou existantes
, or
OCEANEs
), through concurrent offers in the United States (the
U.S. Offer
) and France (the
International Offer
, and together with the U.S. Offer, the
Offers
). In the U.S. Offer,
Purchaser is seeking to purchase all outstanding Shares and OCEANEs held by U.S. holders, within
the meaning of Rule 14d-1(d) under the Exchange Act, and all outstanding ADSs wherever the holder
is located, on the terms and conditions set forth in the U.S. Offer to Purchase, dated October 28,
2008 (the
U.S. Offer to Purchase
) and the related ADS Letter of Transmittal and the Forms of
Acceptance.
Except as specifically set forth herein, this Amendment No. 6 does not modify any of the
information previously reported on Schedule TO. Capitalized terms used and not otherwise defined
in this Amendment No. 6 shall have the meanings ascribed to them in the U.S. Offer to Purchase.
The U.S. Offer to Purchase, including Schedule A thereto, is hereby incorporated by reference
in response to all items of this Schedule TO, except that such information is hereby amended and
supplemented to the extent specifically provided herein.
On December 9, 2008, the AMF announced that the International Offer has been extended to a
date subsequent to the anticipated opening of Sierra Wireless France SASs offer for Wavecom in
France (the
Alternative Offer
) and that the AMF will publish a new timetable for the
International Offer and a timetable for the Alternative Offer pursuant to Articles 232-10 and
231-11 of the AMF General Regulations. In order to coordinate the expiration dates of the Offers,
Purchaser announced on December 13, 2008 that it has extended the U.S. Offer
to a date subsequent to the anticipated opening of the Alternative
Offer, such that the Expiration Date of the U.S. Offer has been extended until 12:00 noon, New
York City time, on Thursday, February 12, 2009, unless (1) the AMF sets a later expiration date for
the International Offer, (2) the AMF has not set an expiration date for the International Offer by
February 12, 2009, (3) the AMF subsequently extends the International Offer or (4) the Offers lapse
or are withdrawn prior to that time.
Notwithstanding this extension of the U.S. Offer, as previously disclosed, Purchaser has
informed the AMF of its intention to terminate the International Offer within five French trading
days following the date of publication by the AMF of the timetable for the Alternative Offer, in
accordance with Article 232-11 of the AMF General Regulations, prior to the expiration of the
International Offer. A termination of the International Offer would result in the parallel
withdrawal and termination of the U.S. Offer prior to its expiration, as now extended.
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented to add the following exhibit:
99(a)(5)(ix)
Press release, issued December 13, 2008
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information
set forth in this statement is true, complete and correct.
Dated:
December 15, 2008
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GEMALTO S.A.
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/s/ Patrick Mouchart
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Name:
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Patrick Mouchart
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Title:
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Chief Executive Officer
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GEMALTO N.V.
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/s/ Olivier Piou
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Name:
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Olivier Piou
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Title:
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Chief Executive Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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99(a)(1)(i)
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U.S. Offer to Purchase, dated October 28, 2008*
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99(a)(1)(ii)
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Form of ADS Letter of Transmittal (ADSs)*
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99(a)(1)(iii)
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Form of Notice of Guaranteed Delivery (ADSs)*
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99(a)(1) (iv)
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Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (ADSs)*
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99(a)(1)(v)
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Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and
Other
Nominees (ADSs)*
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99(a)(1)(vi)
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Form of Share Form of Acceptance (Shares)*
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99(a)(1)(vii)
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Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (Shares)*
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99(a)(1)(viii)
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Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees (Shares)*
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99(a)(1)(ix)
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Form of OCEANE Form of Acceptance (OCEANEs)*
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99(a)(1)(x)
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Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(OCEANEs)*
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99(a)(1)(xi)
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Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees (OCEANEs)*
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99(a)(1)(xii)
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Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9*
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99(a)(1)(xiii)
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Form of Summary Advertisement, published on October 28, 2008*
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99(a)(5)(i)
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Questions and Answers relating to the International Offer for use by the Information Agent
(English translation)**
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99(a)(5)(ii)
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English version of press release, issued November 19, 2008*
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99(a)(5)(iii)
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Transcript of BFM interview with Olivier Piou, November 18, 2008 (unofficial English translation)*
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99(a)(5)(iv)
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Reuters new article, dated November 18, 2008 (unofficial English translation)*
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99(a)(5)(v)
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Reuters news article, dated November 18, 2008*
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99(a)(5)(vi)
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La Tribune news article, dated November 19, 2008 (unofficial English translation)*
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99(a)(5)(vii)
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English version of press release, issued December 1, 2008*
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99(a)(5)(viii)
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English version of press release, issued December 3, 2008*
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99(a)(5)(ix)
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Press release, issued
December 13, 2008
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99(b)
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Not applicable
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99(d)
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Not applicable
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99(g)
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Not applicable
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99(h)
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Not applicable
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