Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
Wavecom S.A.
(Name of Subject Company (Issuer))
Gemalto S.A.
a subsidiary of Gemalto N.V.
(Names of Filing Persons (Offeror))
Shares, nominal value of€1.00 per Share
and
American Depositary Shares evidenced by American Depositary Receipts, each
representing one Share
representing one Share
(Title of Class of Securities)
943531103
(CUSIP Number of Class of Securities)
(CUSIP Number of Class of Securities)
Christophe Pagezy
Gemalto S.A.
6 rue de la Verrerie
92197 Meudon Cedex, France
+33 1 55 01 50 00
Gemalto S.A.
6 rue de la Verrerie
92197 Meudon Cedex, France
+33 1 55 01 50 00
Copy to:
| Laurent Faugérolas Stéphane Sabatier Willkie Farr & Gallagher LLP 21-23 rue de la Ville l’Evêque Paris 75008, France +33 1 53 43 45 00 | Jon J. Lyman Willkie Farr & Gallagher LLP One Angel Court London EC2R 7HJ, England +44 20 7696 5454 |
(Name, Address and Telephone Numbers of Persons
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
CALCULATION OF FILING FEE
| Transaction Valuation | Amount of Filing Fee | |
| Not applicable(1) | Not applicable(1) | |
| (1) | In accordance with General Instruction D to Schedule TO, a filing fee is not required in connection with this filing as it relates solely to a preliminary communication made before the commencement of a tender offer. |
| o | 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. |
| Amount Previously Paid: None | Filing Party: Not applicable | |||
| Form or Registration No.: Not applicable | Date Filed: Not applicable |
| þ | 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:
| þ | third-party tender offer subject to Rule 14d-1. | ||
| o | issuer tender offer subject to Rule 13e-4. | ||
| o | going-private transaction subject to Rule 13e-3. | ||
| o | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer:o
TABLE OF CONTENTS
| Item 12. Exhibits | ||||||||
| EXHIBIT INDEX | ||||||||
| EX-99.A.5.P: Gemalto press release, dated October 17, 2008 | ||||||||
Table of Contents
This Tender Offer Statement on Schedule TO is being filed by Gemalto S.A. pursuant to General Instruction D to Schedule TO.
Item 12. Exhibits
| Exhibit | Description | |
| 99(a)(5)(A) | Gemalto press release, dated October 6, 2008* | |
| 99(a)(5)(B) | Gemalto press release, dated October 6, 2008* | |
| 99(a)(5)(C) | Slide show presentation* | |
| 99(a)(5)(D) | Gemalto press release, dated October 6, 2008* | |
| 99(a)(5)(E) | Conference call transcript* | |
| 99(a)(5)(F) | Employee Questions and Answers* | |
| 99(a)(5)(G) | Reuters news article, dated October 9, 2008* | |
| 99(a)(5)(H) | Reuters news article, dated October 9, 2008 (unofficial English translation)* | |
| 99(a)(5)(I) | Agence France-Presse news article, dated October 9, 2008 (unofficial English translation)* | |
| 99(a)(5)(J) | Transcript of interview with Olivier Piou (unofficial English translation)* | |
| 99(a)(5)(K) | Boursier.com news article, dated October 10, 2008 (unofficial English translation)* | |
| 99(a)(5)(L) | Le Journal des Finances news article, dated October 11, 2008 (unofficial English translation)* | |
| 99(a)(5)(M) | Investir news article, dated October 11, 2008 (unofficial English translation)* | |
| 99(a)(5)(N) | Les Echos news article, dated October 16, 2008 (unofficial English translation)* | |
| 99(a)(5)(O) | Gemalto press release, dated October 17, 2008* | |
| 99(a)(5)(P) | Gemalto press release, dated October 17, 2008 |
| * | Previously filed |
Table of Contents
EXHIBIT INDEX
| EXHIBIT NO. | DESCRIPTION | |
| 99(a)(5)(A) | Gemalto press release, dated October 6, 2008* | |
| 99(a)(5)(B) | Gemalto press release, dated October 6, 2008* | |
| 99(a)(5)(C) | Slide show presentation* | |
| 99(a)(5)(D) | Gemalto press release, dated October 6, 2008* | |
| 99(a)(5)(E) | Conference call transcript* | |
| 99(a)(5)(F) | Employee Questions and Answers* | |
| 99(a)(5)(G) | Reuters news article, dated October 9, 2008* | |
| 99(a)(5)(H) | Reuters news article, dated October 9, 2008 (unofficial English translation)* | |
| 99(a)(5)(I) | Agence France-Presse news article, dated October 9, 2008 (unofficial English translation)* | |
| 99(a)(5)(J) | Transcript of interview with Olivier Piou (unofficial English translation)* | |
| 99(a)(5)(K) | Boursier.com news article, dated October 10, 2008 (unofficial English translation)* | |
| 99(a)(5)(L) | Le Journal des Finances news article, dated October 11, 2008 (unofficial English translation) | |
| 99(a)(5)(M) | Investir news article, dated October 11, 2008 (unofficial English translation)* | |
| 99(a)(5)(N) | Les Echos news article, dated October 16, 2008 (unofficial English translation)* | |
| 99(a)(5)(O) | Gemalto press release, dated October 17, 2008* | |
| 99(a)(5)(P) | Gemalto press release, dated October 17, 2008 |
| * | Previously filed |