- Amended Statement of Ownership: Solicitation (SC 14D9/A)

As filed with the Securities and Exchange Commission on March 11, 2009

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 14D–9

SOLICITATION/RECOMMENDATION STATEMENT UNDER

SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 11)

 

 

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)

Jason Cohenour

Chief Executive Officer

Wavecom S.A.

3, esplanade du Foncet

92442 Issy-Les-Moulineaux Cedex, France

Tel: [phone]

(Name, Address, and Telephone Number of Person Authorized to Receive

Notices and Communications on Behalf of the Person(s) Filing Statement)

Copy to:

 

		Linda Hesse		Daniel Mitz
		Renaud Bonnet		Stephen Gillette
		Jones Day		Jones Day
		120 rue du Faubourg Saint-Honoré		1755 Embarcadero Road
		75008 Paris, France		Palo Alto, CA 94303
		Tel : [phone]		Tel : (650) 739 – 3939

 

 

 

¨	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. 11 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 (as amended by Amendment Nos. 1, 2, 3, 4, 5, 6, 7, 8, 9 and 10 thereto, the “Statement”) 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 Purchaser’s 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”).

Capitalized terms used but not defined herein have the meanings ascribed to them in the Statement.

 

Item 8.

Additional Information.

Item 8(a) is hereby amended and supplemented by adding the following thereto:

On March 11, 2009, the Company and Sierra Wireless issued a joint press release entitled “Subsequent Offering Period Opens in France and the US,” announcing that the subsequent offering period for the Offers is open from March 11 to March 31, 2009, which is attached hereto as Exhibit 99(a)(24) and incorporated herein by reference.

 

Item 9.

Exhibits.

Item 9 is hereby amended and supplemented by adding the following thereto:

 

Exhibit Number		Description
99(a)(24)		Joint press release issued by the Company and Sierra Wireless on March 11, 2009, entitled “Subsequent Offering Period Opens in France and the US”

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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: March 11, 2009

 

		WAVECOM S . A .
BY :		/s/ Jason Cohenour
N AME :		Jason Cohenour
T ITLE :		Chief Executive Officer