- Amended Statement of Ownership: Solicitation (SC 14D9/A)
December 24 2008 - 5:39AM
Edgar (US Regulatory)
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. 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)
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. 11 to the Schedule 14D-9 amends and supplements the Schedule 14D-9
originally filed with the Securities and Exchange Commission (the SEC) on October 31, 2008 (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 Gemalto S.A. (the Purchaser), a French
société anonyme
and a subsidiary of Gemalto N.V. (together with its
subsidiaries, Gemalto), disclosed in a Tender Offer Statement on Schedule TO originally filed on October 28, 2008 (as may be amended or supplemented from time to time, the Schedule TO), to purchase (i) Shares,
including Shares issued upon the conversion of the OCEANEs, or the exercise of warrants, founders share warrants or stock options of the Company at a price of 7.00 euros per Share, that are held by holders who are located in the United States,
(ii) ADSs held by holders wherever located, at a price equal to the U.S. dollar equivalent of 7.00 euros per Share, and (iii) OCEANEs held by holders who are located in the United States at a price of 31.30 euros plus unpaid accrued
interest 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 Purchasers U.S. Offer to Purchase, dated October 28, 2008 (the U.S. Offer to Purchase) and in the related U.S. Letter of Transmittal (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 8.
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Additional information.
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Item 8 is
hereby amended and supplemented by adding the following thereto:
Attached as Exhibit 99(a)(31) and incorporated herein by
reference is an unofficial English translation of the
projet de note dinformation en réponse
(reply document) made available to the public on the website of the
Autorité des marchés financiers
(www.amf-france.org) on December 24, 2008 in connection with Sierra Wireless, Inc.s offer to acquire the Company, which had been first publicly announced by Sierra Wireless, Inc. and the Company on December 2, 2008.
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)(31)
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English translation of the Companys Draft
Reply Document
(
Projet de note dinformation en réponse
)
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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: December 24, 2008
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Wavecom S.A.
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BY:
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/S/ RONALD D. BLACK
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N
AME
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RONALD D. BLACK
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T
ITLE
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Chief Executive Officer
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