UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2009
Commission File Number: 000-30078
WAVECOM S.A.
3, esplanade du Foncet
F-92442 Issy-Les-Moulineaux Cedex, France
Tel: + 33 1 46 29 08 00
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F
X
Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(1):
Indicate by check mark if the
registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange
Act of 1934.
Yes
No
X
If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
82-
.
News Release
Contact:
|
|
|
Sharlene Myers
Sierra Wireless
Phone: +1 (604) 232-1445
Email: smyers@sierrawireless.com
|
|
Lisa Ann Sanders
Wavecom
Phone: +33 1 46 29 41 81
Email: lisaann.sanders@wavecom.com
|
Sierra Wireless holds 84.32% of Wavecom capital and 90.57% of voting rights before the reopening of the
subsequent offering period
Wavecom announces the early redemption of the OCEANEs
Vancouver, Canada and Issy-les-Moulineaux, France February 25, 2009
Sierra Wireless (NASDAQ: SWIRTSX: SW), a leading provider of wireless solutions
for mobile computing, and Wavecom (Paris: AVM NASDAQ: WVCM), a leading provider of embedded wireless technology for M2M (machine-to-machine) communication, confirmed today that the all-cash tender offers of Sierra Wireless France, a wholly
owned subsidiary of Sierra Wireless, Inc., for Wavecom securities in France (the Offer) and the United States (the U.S. Offer) (together with the Offer, the Offers) were successful.
The final results of the Offers were published today by the French stock market authority, the AMF (
Autorité des marchés financiers
). As of the expiration
date of February 12, 2009, 13,353,912 ordinary shares were tendered to the offers (including ordinary shares represented by American Depositary Shares, the ADSs), which represent 84.32% of outstanding Wavecom shares. In addition,
2,571,022 OCEANE convertible bonds (the OCEANEs) were tendered to the offers, which represent 99.97% of the outstanding OCEANEs. The tendered securities represent 90.57% of the voting rights of Wavecom, and therefore, the minimum tender
condition of the Offers has been satisfied.
The settlement of the French tender offer and cash payment to financial intermediaries for the ordinary shares and
OCEANEs tendered into the French Offer is scheduled for March 3, 2009. Cash payment for securities tendered into the U.S. Offer is scheduled to occur shortly thereafter.
Subsequent Offering Period from March 11 to 31, 2009
Sierra Wireless announces, subject to the publication of a calendar of the
subsequent offering period in France by the AMF, a subsequent offering period in France and the United States starting on March 11, 2009, and which will be open for a period of 15 trading days. Sierra Wireless France has irrevocably undertaken
to accept all ordinary shares, American Depositary Shares (ADSs) and OCEANEs tendered in the subsequent offering period. The offer price for the ordinary shares is
8.50 per share, and the offer price for the OCEANEs is
31.93 plus unpaid accrued interest (calculated pro rata to the number of days from the last interest payment date to the day of settlement for the OCEANEs) per OCEANE.
The offer price for the ADSs is the US dollar equivalent of
8.50 per ADS.
Shortly after the closing of the subsequent offering period, provided applicable legal requirements are satisfied, Sierra Wireless France intends to implement a squeeze-out of the shares and OCEANEs that have not been tendered to the offers
and to request the delisting of Wavecom shares and OCEANEs from Euronext and ADSs from NASDAQ.
Early Redemption of OCEANEs at the Option of OCEANE Holders
Following a Change in Control
In accordance with the terms of the OCEANEs as described in Section 4.9.4.2 of the
note dopération
, the
OCEANE offering prospectus, which received AMF visa n°07-242 on July 5, 2007, Wavecom is hereby announcing the change of control of Wavecom following the success of the Offers initiated by Sierra Wireless France for all Wavecom ordinary
shares, ADSs and OCEANEs. Accordingly, non-U.S holders of Wavecom OCEANEs may request early redemption of their OCEANE during one of the two periods described below.
The first early redemption period will be open from March 4, 2009 to March 9, 2009 at a price of
31.30 plus
0.10505 corresponding to the unpaid accrued interest from the last interest payment date preceding the early redemption date until the effective date of the redemption, i.e.
31.40505 per OCEANE. The early redemption will take place on March 12, 2009.
A second early redemption period is scheduled to be open from April 15 to April 30, 2009 at a price of
31.30 plus unpaid accrued interest from
the last interest payment date preceding the early redemption date until the effective date of the redemption. The early redemption is scheduled to take place on May 6, 2009. The final calendar of the second early redemption period, as well as
the redemption price will be confirmed later.
U.S. holders (within the meaning of Rule 14d-1(d) under the United States Securities Exchange Act of 1934) may not
participate in the two early redemption periods, but all holders, including U.S. holders, may tender their OCEANEs during the subsequent offering period at a price of
31.93 plus unpaid accrued interest, a price higher than the price offered in the early redemption procedure.
Wavecom also reserves the right, in accordance
with the terms of the OCEANEs, to carry out an early redemption of the OCEANEs (at a price of the nominal value plus interest accrued from the last interest payment date preceding the early redemption date until the effective date of redemption) if
the number of OCEANEs remaining outstanding is less than 10% of the number of the OCEANEs issued. Since only 0.03% of the OCEANEs remain outstanding, as of the expiration date of February 12, 2009, Wavecom hereby informs OCEANE holders that it
intends to exercise this right, in the event that Sierra Wireless France is not able to implement a squeeze-out.
Indicative Calendar of the Subsequent Offering Period and OCEANE Early Redemption Periods
|
|
|
March 4, 2009
|
|
Commencement of the first
OCEANE early redemption period in France
|
March 9, 2009
|
|
Close of the first OCEANE early redemption period in France
|
March 11, 2009
|
|
Commencement of subsequent offering period for both Offers
|
March 12, 2009
|
|
Early redemption of OCEANEs submitted for redemption in France
|
March 31, 2009
|
|
Expiration of subsequent offering period for both Offers
|
April 7, 2009
|
|
Announcement of final results of subsequent offering period
|
April 14, 2009
|
|
Settlement delivery of securities tendered into subsequent offering period in France
|
April 15, 2009
To be confirmed
|
|
Commencement of the second OCEANE early redemption period in France
|
April 30, 2009
To be confirmed
|
|
Close of the second OCEANE early redemption period in France
|
May 6, 2009
To be confirmed
|
|
Early redemption of OCEANEs submitted for redemption in France
|
Further Information:
The tender
offers described here are being made for the ordinary shares, the ADSs and OCEANEs of Wavecom. This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any Wavecom securities. The
solicitation and the offer to buy the shares, ADSs and OCEANEs of Wavecom is being made only pursuant to the offer to purchase and related materials that Sierra Wireless France filed with the AMF or the U.S. Securities and Exchange Commission (the
SEC). Wavecom security holders and other investors should read carefully the filed documents listed below, and any amendments or supplements thereto, prior to making any decisions with respect to the tender offers because these documents
contain, or will contain, important information, including the terms and conditions of the tender offers.
Copies of the
note dinformation
approved by
the AMF under visa no. 09-002 dated January 6, 2009, as well as the other information document, are available on the Sierra Wireless, Inc. website (www.sierrawireless.com) and the AMF website (www.amf-france.org) and can be obtained
for free from Lazard Frères Banque, 121 boulevard Haussmann, 75008 Paris.
Copies of the
note en réponse
approved by the AMF under visa no.
09-003 dated January 6, 2009, as well as the other information document,are available on the Wavecom website (www.wavecom.com) and the AMF website (www.amf-france.org) and can be obtained for free from Wavecom, 3, esplanade du
Foncet, 92442 Issy-les-Moulineaux and Merrill Lynch Capital Markets (France) SAS, 112, avenue Kléber, 75761 Paris.
Copies of the Tender Offer Statement on
Schedule TO filed by Sierra Wireless France and the Schedule 14D-9 filed by Wavecom, are available from the SECs website (www.sec.gov). Such materials filed by Sierra Wireless France and Wavecom are also available for free on the websites of
Sierra Wireless, Inc. (www.sierrawireless.com) and Wavecom (www.wavecom.com).
Wavecom security holders and other investors can obtain copies of these tender offer materials and any other documents filed with
the AMF from the AMFs website (www.amf-france.org.), and with the SEC, from the SECs website (www.sec.gov), in each case without charge. Such materials filed by Sierra Wireless France will also be available for free at Sierra
Wireless website (www.sierrawireless.com).
About Sierra Wireless
Global Leader in Wireless Solutions for Mobile Computing and M2M
Sierra Wireless (NASDAQ: SWIR TSX: SW) modems and software connect people and
systems to mobile broadband networks around the world. Sierra Wireless offers a diverse product portfolio addressing enterprise, consumer, original equipment manufacturer, specialized vertical industry, and machine-to-machine markets, and provides
professional services to customers requiring expertise in wireless design, integration, and carrier certification. For more information about Sierra Wireless, visit www.sierrawireless.com.
About Wavecom
Wavecom The Wireless M2M Experts
Wavecom is a leading provider of embedded wireless technology for M2M (machine-to-machine) communication. Wavecom provides a range of GSM/GPRS, CDMA, EDGE and 3G Wireless CPUs;
programmable processors which also act as wireless modules or wireless modems. These are backed by a cellular wireless software suite which includes a real-time operating system (RTOS), a software development environment based on Eclipse, and
several Plug-Ins (GPS, TCP/IP, security, Bluetooth, Lua script and more). Wavecom also offers a wide range of professional and operated services. Wavecom solutions are used for automotive telematics, smart metering, fleet management,
GSM/GPS/satellite tracking, wireless alarms, wireless POS (point of sales), WLL (fixed voice), remote monitoring and many other M2M applications. Founded in 1993 and headquartered in Issy-les-Moulineaux (France) near Paris, Wavecom has subsidiaries
in Hong Kong (PRC), Research Triangle Park, NC (USA), Farnborough (UK), Munich (Germany) and Sao Paolo (Brazil). Wavecom is publicly traded on Euronext Paris (Eurolist) in France and on the NASDAQ (WVCM) exchange in the U.S.
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this press
release that are not based on historical facts constitute forward-looking statements or forward-looking information within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and applicable Canadian and French securities laws
(forward-looking statements). These forward-looking statements are not promises or guarantees of future performance but are only predictions that relate to future events, conditions or circumstances or our future results, performance,
achievements or developments and are subject to substantial known and unknown risks, assumptions, uncertainties and other factors that could cause our actual results, performance, achievements or developments in our business or in our industry to
differ materially from those expressed, anticipated or implied by such forward-looking statements. Forward-looking statements in this press release include statements relating to the
offers for the ordinary shares, the ADSs, and the OCEANEs of Wavecom and the results of such offers, the combined companys future business prospects and
projected position in the wireless data and M2M markets, the outlook for the combined companys future operations, plans and timing for the introduction or enhancement of its services and products, strategies or developments, future market
conditions and supply conditions. We caution you not to place undue reliance upon any such forward-looking statements, which speak only as of the date they are made. These forward-looking statements appear in a number of different places in this
press release and can be identified by words such as may, estimates, projects, expects, intends, believes, plans, anticipates, continue,
growing, expanding, or their negatives or other comparable words. The risk factors and uncertainties that may affect our actual results, performance, achievements or developments are many and include, amongst others, our
ability to develop, manufacture, supply and market new products that we do not produce today that meet the needs of customers and gain commercial acceptance, our reliance on the deployment of next generation networks by major wireless operators, the
continuous commitment of our customers, and increased competition. These risk factors and others are discussed in Sierra Wireless and Wavecoms respective filings and reports, which may be found on SEDAR at www.sedar.com, on EDGAR at
www.sec.gov, on the AMFs website at www.amf-france.org, and in each of their other regulatory filings with the AMF in France, the SEC in the United States and the Provincial Securities Commissions in Canada. Many of these factors and
uncertainties are beyond our control. Consequently, all forward-looking statements in this press release are qualified by this cautionary statement and we cannot assure you that actual results, performance, achievements or developments that we
anticipate will be realized. Forward-looking statements are based on managements current plans, estimates, projections, beliefs and opinions and we do not undertake any obligation to update forward-looking statements should the assumptions
related to these plans, estimates, projections, beliefs and opinions change, except as required by law.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WAVECOM S.A.
|
|
|
|
|
Date: February 25, 2009
|
|
|
|
By:
|
|
/s/ Chantal Bourgeat
|
|
|
|
|
|
|
|
|
Chantal Bourgeat
|
|
|
|
|
|
|
|
|
Chief Financial Officer
|
Wavecom S.A. ADS (MM) (NASDAQ:WVCM)
Historical Stock Chart
Von Okt 2024 bis Nov 2024
Wavecom S.A. ADS (MM) (NASDAQ:WVCM)
Historical Stock Chart
Von Nov 2023 bis Nov 2024