Exhibit (a)(1)(iii)
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U.S. Offer to Purchase for Cash
All Outstanding American Depositary Shares,
All Shares Held by U.S. Holders, and
All OCEANEs Held by U.S. Holders
of
Wavecom S.A.
at
€8.50 Per Share,
the U.S. Dollar Equivalent of €8.50 Per American Depositary Share
(each American Depositary Share representing one Share), and
€31.93 plus Unpaid Accrued Interest Per OCEANE
by
Sierra Wireless France SAS
an indirect wholly-owned subsidiary of
Sierra Wireless, Inc.
All Outstanding American Depositary Shares,
All Shares Held by U.S. Holders, and
All OCEANEs Held by U.S. Holders
of
Wavecom S.A.
at
€8.50 Per Share,
the U.S. Dollar Equivalent of €8.50 Per American Depositary Share
(each American Depositary Share representing one Share), and
€31.93 plus Unpaid Accrued Interest Per OCEANE
by
Sierra Wireless France SAS
an indirect wholly-owned subsidiary of
Sierra Wireless, Inc.
THE U.S. OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 NOON, NEW YORK CITY TIME, ON FEBRUARY 12, 2009, UNLESS THE U.S. OFFER IS EXTENDED.
January 8, 2009
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
We have been engaged by Sierra Wireless France SAS, a company organized under the laws of France (“Purchaser”), and an indirect wholly-owned subsidiary of Sierra Wireless, Inc., a Canadian corporation, to act as Dealer Manager in the United States in connection with Purchaser’s offer to purchase all of the American Depositary Shares (“ADSs”) of Wavecom S.A. (“Wavecom”), at the U.S. dollar equivalent of €8.50 per ADS, net to the seller in cash, less any required withholding taxes and without interest thereon, as well as to purchase the following securities held by U.S.Holders: all outstanding shares, nominal value €8.50 (“Shares”), of Wavecom and all Wavecom bonds convertibleand/or exchangeable into new or existing Shares by option(obligations à options de conversion et/ou d’échange en actions nouvelles ou existantes)(“OCEANEs”), in each case upon the terms and subject to the conditions set forth in the U.S. offer to purchase, dated January 8, 2009 (the “U.S. Offer to Purchase”), and in the related ADS Letter of transmittal and forms of acceptance (which, together with the U.S. Offer to Purchase, each as amended or supplemented from time to time, constitute the “U.S. Offer”).
The U.S. Offer is being made in conjunction with a concurrent offer in France (together with the U.S. Offer, the “Offers”). In France, Purchaser is seeking to acquire all outstanding Shares and OCEANEs owned bynon-U.S.Holders at the same prices offered in the U.S. Offer.
Please furnish copies of the enclosed materials to those of your clients for whose account you hold ADSs in your name or in the name of your nominee.
Enclosed herewith are the following documents:
1. The U.S. Offer to Purchase, dated January 8, 2009;
2. A printed form of a letter that may be sent to your clients for whose account you hold ADSs in your name or in the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the U.S. Offer;
3. The ADS Letter of transmittal to be used by holders of ADSs in accepting the U.S. Offer and tendering ADSs;
4. The forms of acceptance for Shares and OCEANEs (which constitutes part of the U.S. Offer and are being provided for information purposes only);
5. Guidelines for Certification of Taxpayer Identification Number on SubstituteForm W-9; and
6. The return envelope addressed to The Bank of New York Mellon (as the “U.S. Tender Agent”).
Shares and OCEANEs cannot be tendered by means of the enclosed ADS Letter of transmittal (which is exclusively for use in respect of ADSs). If your clients hold Shares or OCEANEs, you should use the enclosed form of acceptance for Shares or form of acceptance for OCEANEs for tendering such securities into the U.S. Offer by following the instructions set forth on such form. Additional information can be obtained from the Information Agent for the U.S. Offer at(800) 290-6429.
We urge you to contact your clients as promptly as possible.
Please note the following:
1. The U.S. Offer is being made for all of Wavecom’s outstanding Shares and OCEANEs held by U.S.Holders (within the meaning ofRule 14d-1(d) under the U.S. Securities Exchange Act of 1934) and all outstanding ADSs. Purchaser will, upon the terms and subject to the conditions of the U.S. Offer, purchase the Shares, ADSs and OCEANEs validly tendered and not withdrawn before the expiration date of the U.S. Offer. The term “Expiration Date” means 12:00 noon, New York City time, on February 12, 2009 or, if the U.S. Offer is extended, the latest time and date at which the U.S. Offer, as so extended by Purchaser, will expire.
2. The U.S. Offer is open to all holders of ADSs and to all U.S.Holders of Shares and OCEANEs. See Section 1 of the U.S. Offer to Purchase.
3. The Offers are both conditioned upon there being validly tendered and in accordance with the terms of the Offers and not withdrawn prior to the expiration date of the Offers that number of Shares (including Shares represented by ADSs) that represent at least 50% plus one voting right of Wavecom as of the date of closing of the last of the two Offers, which takes into account (i) all of the Shares validly tendered to the Offers (including Shares represented by ADSs) as of the date of closing of the last of the two Offers and (ii) all existing Shares of the Company as of the date of closing of the last of the two Offers, including the Shares represented by ADSs (less all treasury shares).
4. The price to be paid in the U.S. Offer for ADSs is the U.S. dollar equivalent of €8.50 per ADS, net to the seller in cash, less any required withholding taxes and without interest thereon, as set forth in the U.S. Offer to Purchase. The consideration to be paid to tendering holders of ADSs will be paid in U.S. dollars, calculated by converting the applicable amount in euro into U.S. dollars at the U.S. dollar spot against the euro exchange rate on the day on which the U.S. Tender Agent receives confirmation of the deposit off the euro funds in its account at its French custodian.
5. Tendering holders will not be obligated to pay brokerage fees or commissions or transfer taxes on the purchase of ADSs by Purchaser pursuant to the U.S. Offer. However, U.S. Federal income tax backup withholding at a rate of 28% may be required, unless the required taxpayer identification information is provided. See Instruction 15 of the ADS Letter of transmittal.
Notwithstanding any other provisions of the U.S. Offer, in all cases, payment for ADSs accepted for payment pursuant to the U.S. Offer will be made only after timely receipt by the U.S. Tender Agent of (a) ADRs evidencing (or a timely Book-Entry Confirmation (as defined in the U.S. Offer to Purchase) with respect to) such ADSs, (b) an ADS Letter of transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message (as defined in the U.S. Offer to Purchase) in lieu of the ADS Letter of transmittal) and (c) any other
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documents required by the ADS Letter of transmittal.Under no circumstances will interest be paid by Purchaser on the purchase price of the ADSs, regardless of any extension of the U.S. Offer or any delay in making such payment.
Purchaser will not pay any fees or commissions to any broker or dealer or other person (other than the Information Agent and the U.S. Tender Agent as described in the U.S. Offer to Purchase) in connection with the solicitation of tenders of ADSs pursuant to the U.S. Offer. You will be reimbursed upon request for customary mailing and handling expenses incurred by you in forwarding the enclosed offering materials to your clients.
Your prompt action is requested. We urge you to contact your clients as promptly as possible. The U.S. Offer and withdrawal rights will expire at 12:00 noon, New York City time, on February 12, 2009, unless the U.S. Offer is extended.
Questions and requests for assistance or for additional copies of the enclosed materials may be directed to the Information Agent at the address and telephone number set forth below and in the U.S. Offer to Purchase. Additional copies of the enclosed materials will be furnished at Purchaser’s expense.
Very truly yours,
Lazard Frères & Co. LLC
30 Rockefeller Plaza
New York, NY 10020
30 Rockefeller Plaza
New York, NY 10020
The Information Agent for the U.S. Offer is:
D.F. King & Co., Inc.
48 Wall Street
New York, NY 10005
48 Wall Street
New York, NY 10005
U.S. Toll Free Number for holders of Securities in the United States:(800) 290-6429
U.S. Number for banks and brokers:(212) 269-5550
U.S. Number for banks and brokers:(212) 269-5550
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU OR ANY PERSON THE AGENT OF THE DEALER MANAGER, PURCHASER, SIERRA WIRELESS, INC., WAVECOM, THE INFORMATION AGENT, THE U.S. TENDER AGENT OR ANY OF THEIR AFFILIATES, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY REPRESENTATION ON BEHALF OF ANY OF THEM WITH RESPECT TO THE U.S. OFFER NOT CONTAINED IN THE U.S. OFFER TO PURCHASE OR THE ADS LETTER OF TRANSMITTAL.
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