- Amended Statement of Ownership: Solicitation (SC 14D9/A)
15 January 2009 - 8:55AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on January 14, 2009
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D9
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
WAVECOM S.A.
(Name of Subject Company)
WAVECOM S.A.
(Name of Person(s) Filing Statement)
Shares, nominal value €1.00 each
American Depositary Shares, evidenced
by
American Depositary Receipts, each representing one Share
(Title of Class of Securities)
943531103
(CUSIP Number of Class of Securities)
Ronald D. Black
Chief Executive Officer
Wavecom S.A.
3, esplanade du Foncet
92442 Issy-Les-Moulineaux Cedex, France
Tel: +33 1 46 29 08 00
(Name, Address, and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
Copy to:
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Linda Hesse
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Daniel Mitz
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Renaud Bonnet
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Stephen Gillette
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Jones Day
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Jones Day
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120 rue du Faubourg Saint-Honoré
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1755 Embarcadero Road
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75008 Paris, France
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Palo Alto, CA 94303
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Tel : +33 1 56 59 39 39
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Tel : (650) 739 3939
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¨
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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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This Amendment No. 1 to the Schedule 14D-9 amends and supplements the Schedule 14D-9 originally filed with the
Securities and Exchange Commission (the SEC) on January 8, 2009 by Wavecom S.A. (the Company), a French
société anonyme
. The Statement relates to the tender offer made by Sierra Wireless France SAS
(the Purchaser), a company organized under the laws of France and an indirect wholly owned subsidiary of Sierra Wireless, Inc., a corporation organized under the laws of Canada (together with its subsidiaries, Sierra
Wireless), disclosed in a Tender Offer Statement on Schedule TO dated January 8, 2009 (as may be amended or supplemented from time to time, the Schedule TO), to purchase (i) Shares, at a price of 8.50 euros per Share
including any dividends payable, that are held by holders who reside in the United States, (ii) ADSs held by holders wherever located, at a price equal to the U.S. dollar equivalent of 8.50 euros per Share including any dividends payable, and
(iii) OCEANEs held by holders who reside in the United States at a price of 31.93 euros plus unpaid accrued interest (defined in the Schedule TO as the interest accrued but unpaid calculated pro rata from the number of days from the last
interest payment date to the day of settlement for the OCEANEs) per OCEANE, in each case, net to the seller in cash (U.S. dollars in the case of the ADSs tendered and euros in the case of Shares or OCEANEs tendered) without interest and net of any
applicable withholding taxes, upon the terms and subject to the conditions set forth in the Purchasers U.S. Offer to Purchase, dated January 8, 2009 (the U.S. Offer to Purchase), the related ADS letter of transmittal, and the
related forms of acceptance for Shares and OCEANEs (which, together with the U.S. Offer to Purchase and any amendments or supplements thereto, collectively constitute the U.S. Offer).
Except as otherwise indicated, the information set forth in the Statement remains unchanged. Capitalized terms used but not defined herein have the meanings
ascribed to them in the Statement.
Item 9. Exhibits.
Item 9 is hereby amended and supplemented by adding the following thereto:
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Exhibit Number
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Description
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99(a)(11)
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Joint press release issued by the Company and Sierra Wireless on January 14, 2009 entitled Sierra Wireless
Announces Opening of Cash Tender Offers to Acquire Wavecom in Friendly Deal
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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.
Date: January 14, 2009
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WAVECOM
S
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A
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BY
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/s/ R
ONALD
D. B
LACK
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N
AME
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RONALD D. BLACK
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T
ITLE
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C
HIEF
E
XECUTIVE
O
FFICER
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