- Amended tender offer statement by Third Party (SC TO-T/A)
15 January 2009 - 8:34AM
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. 1)
Wavecom S.A.
(Name of Subject Company (Issuer))
Sierra Wireless France SAS
(Offeror)
an indirect wholly-owned subsidiary of
Sierra Wireless, Inc.
(Parent of Offeror)
(Names of Filing Persons (Identifying Status as Offeror, Issuer or Other Person))
Ordinary Shares, nominal value 1 each
and
American Depositary Shares, each representing one ordinary share
(Title of Class of Securities)
Ordinary Shares (FR0000073066)
American Depositary Shares (943531103)
(
CUSIP Number of Class of Securities
)
David G. McLennan
Chief Financial Officer
Sierra Wireless, Inc.
13811 Wireless Way
Richmond, BC V6V 3A4
+1 (604) 231-1100
(Name, address (including zip code) and telephone number (including area code) of
person(s) authorized to receive notices and communications on behalf of filing person)
With copies to:
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Scott Sonnenblick
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Jocelyn Kelley
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Linklaters LLP
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Blake, Cassels & Graydon LLP
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1345 Avenue of the Americas
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595 Burrard Street
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New York, NY 10105
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P.O. Box 49314
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+1 (212) 903-9000
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Suite 2600, Three Bentall Centre
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Vancouver BC V7X 1L3
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+1 (604) 631-3300
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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 (1)
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Amount of Filing Fee (2)
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U.S.$59,745,021
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U.S.$2,348
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(1)
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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) 8.50 for each of the 579,559 ADSs
outstanding as of January 5, 2009; (y) 8.50 for each of the 2,849,134 Shares estimated to
be held by U.S. holders as of December 15, 2008 within the meaning of Rule 14d-1(d) under the
Securities Exchange Act of 1934, as amended (the
Exchange Act
); (z) 31.93 plus unpaid
accrued interest for each of the 462,939 OCEANEs estimated to be held by U.S. holders as of
December 15, 2008; 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 January 5, 2009) of $1.36 for one euro. 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 18% of the 15,828,524 outstanding Shares, as of December 15, 2008, and 18% of
the 2,571,884 outstanding OCEANEs, as of December 15, 2008, are each held by U.S. holders and
that, for purposes of calculating the amount of unpaid accrued interest only, settlement for
the OCEANEs will occur on March 5, 2009.
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(2)
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The amount of the filing fee, calculated in accordance with Rule 0-11 under the Exchange Act
and Fee Rate Advisory No. 6 for the fiscal year 2009, equals U.S.$39.30 per U.S.$1,000,000 of
transaction valuation.
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þ
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: $2,348
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Filing Party: Sierra Wireless France SAS
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Form or Registration No.: SC TO-T
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Date Filed: January 8, 2009
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o
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Check the box if the filing relates solely to preliminary communications made before the
commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
þ
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third-party tender offer subject to Rule 14d-1.
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o
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issuer tender offer subject to Rule 13e-4.
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o
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going-private transaction subject to Rule 13e-3.
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o
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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:
o
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
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Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
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þ
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Rule 14d-l(d) (Cross-Border Third-Party Tender Offer)
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TABLE OF CONTENTS
This Amendment No. 1 to Schedule TO amends and supplements the Tender Offer Statement on
Schedule TO filed with the Securities and Exchange Commission on January 8, 2009 (the
Schedule
TO
) by Sierra Wireless France SAS, a
société par actions simplifiée
organized under the laws of
France (
Purchaser
), and an indirect wholly-owned subsidiary of Sierra Wireless, Inc., a Canadian
corporation, 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 and/or exchangeable for newly issued or
existing Shares by option
(obligations à options de conversion et/ou déchange en actions nouvelles
ou existantes)
(the
OCEANEs
), through concurrent offers in the United States (the
U.S. Offer
)
and France (the
French 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 January 8,
2009 (the
U.S. Offer to Purchase
) and the related ADS letter of transmittal and forms of
acceptance for Shares and OCEANEs.
Except as specifically set forth herein, this Amendment No. 1 does not modify any of the
information previously reported on Schedule TO. Capitalized terms used and not otherwise defined in
this Amendment No. 1 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.
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented to add the following exhibit:
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Exhibit
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Exhibit Name
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(a)(5)(i)
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Press release, dated January 14, 2009.
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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.
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Sierra Wireless France SAS
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By
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/s/ Luc Faucher
Name: Luc Faucher
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Title: President
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Date: January 14, 2009
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Sierra Wireless, Inc.
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By
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/s/ David G. McLennan
Name: David G. McLennan
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Title: Chief Financial Officer
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Date: January 14, 2009
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Exhibit
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Exhibit Name
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(a)(1)(i)
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U.S. Offer to Purchase dated January 8, 2009.*
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(a)(1)(ii)
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Form of ADS letter of transmittal.*
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(a)(1)(iii)
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Form of Letter to Brokers,
Dealers, Commercial Banks, Trust Companies and Other Nominees (ADSs).*
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(a)(1)(iv)
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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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(a)(1)(v)
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Form of form of acceptance for Shares.*
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(a)(1)(vi)
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Form of Letter to Brokers,
Dealers, Commercial Banks, Trust Companies and Other Nominees (Shares).*
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(a)(1)(vii)
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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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(a)(1)(viii)
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Form of form of acceptance for OCEANEs.*
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(a)(1)(ix)
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Form of Letter to Brokers,
Dealers, Commercial Banks, Trust Companies and Other Nominees (OCEANEs).*
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(a)(1)(x)
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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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(a)(1)(xi)
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Guidelines for Certification of
Taxpayer Identification Number (TIN) on Substitute Form W-9.*
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(a)(1)(xii)
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Summary Advertisement as published in
The New York Times
on January 8, 2009.*
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(a)(2)
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Not applicable.
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(a)(3)
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Not applicable.
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(a)(4)
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Not applicable.
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(a)(5)(i)
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Press release, dated January 14, 2009.
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(b)
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Credit Agreement by and among
Parent, Toronto-Dominion Bank, Canadian Imperial Bank of Commerce, TD
Securities, and CIBC World Markets, dated December 1, 2008.*
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(d)(i)
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Memorandum of Understanding between Parent and Wavecom, dated December 1, 2008.*
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(d)(ii)
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Confidentiality Agreement between Parent and Wavecom, dated October 24, 2008.*
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(d)(iii)
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Undertaking to tender between Parent and Michel Alard, dated December 1, 2008.*
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(d)(iv)
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Undertaking to tender between Parent and Aram Hékimian, dated December 1, 2008.*
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(g)
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Not applicable.
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(h)
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Not applicable.
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*
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Previously filed on January 8, 2009
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