SC 14D9

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20459

SCHEDULE 14D-9

Solicitation/Recommendation Statement Under
Section 14(d)(4) of the Securities Exchange Act of 1934

NOVATEL INC.

(Name of Subject Company)

NOVATEL INC.

(Name of Persons Filing Statement)

Common Shares, no par value

(Title of Class of Securities)

669954109

(CUSIP Number of Class of Securities)

Jonathan W. Ladd

President and Chief Executive Officer

NovAtel Inc.

1120-68th Avenue N.E.,

Calgary, Alberta, Canada T2E 8S5

(Name, address and telephone number of person
authorized to receive notice and communications
on behalf of the persons filing statement)

With Copies to:

Brett Cooper, Esq.	Andrew D. Grasby, Esq.
Orrick, Herrington & Sutcliffe LLP	McCarthy Tetrault LLP
405 Howard Street	3300, 421 7th Avenue S.W.
San Francisco, California 94105	Calgary, Alberta, Canada T2P 4K9
(415) 773-5700	(403) 260-3530

xCheck the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Exhibit	Description
A	Press release relating to Hexagon AB’s proposed acquisition of NovAtel Inc., announced on October 8, 2007
B	Email communication to the employees of NovAtel Inc. regarding the proposed acquisition by Hexagon AB
C	Transcript of October 8, 2007 conference call regarding Hexagon AB’s proposed acquisition of NovAtel Inc.

EX-99.A

EXHIBIT A

	NovAtel Inc.
	NASDAQ: NGPS
	Other Recent News

October 8, 2007

NovAtel Inc. to be Acquired by Hexagon AB

CALGARY, ALBERTA—(Marketwire - Oct. 8, 2007) - NovAtel Inc. (NASDAQ:NGPS) and Hexagon AB (STO:HEXA B) have entered into a definitive agreement under which Hexagon has agreed to acquire all the outstanding shares of NovAtel for US $50 per share.

NovAtel is a leading provider of precision Global Navigation Satellite System (GNSS) components and subsystems. NovAtel develops quality OEM products including receivers, enclosures, antennas and firmware that are integrated into high precision positioning applications worldwide. These applications include surveying, Geographical Information Systems (GIS) mapping, precision agriculture machine guidance, port automation, mining, timing and marine industries. NovAtel’s reference receivers are also at the core of national aviation ground networks in the USA, Japan, Europe, China and India.

NovAtel recorded sales of CDN $77.6 million and net income of CDN $21.5 million in 2006. NovAtel is based in Calgary, Canada and has approximately 300 employees worldwide.

Hexagon AB is a global technology group with strong market positions within measurement technologies and polymers. Hexagon’s vision is to be number one or number two in each strategic business area. The group has about 8,600 employees in 30 countries and net sales of about SEK 14,000 million.

Background and reasons for the transaction

NovAtel has a long standing partnership with Hexagon’s subsidiary, Leica Geosystems, focused on the development of high-precision GNSS technologies. NovAtel has been a core supplier of these technologies to Leica Geosystems since 2002.

The combination of Hexagon and NovAtel will add new applications to the Hexagon product portfolio and give Hexagon access to technologies applicable to new high growth markets.

“We are pleased that Hexagon has recognized NovAtel’s value and selected us to play a key role in their GNSS strategy, as it acknowledges NovAtel’s leading GNSS technology, focused OEM strategy, and profitable growth over the past five years,” said Jon Ladd, President and CEO of NovAtel Inc. “Hexagon’s commitment to being a market leader, combined with its strategy to accelerate its entry into new GNSS applications and markets is very synergistic with NovAtel’s existing goals and will, we believe, provide expanded opportunities for our customers and employees.”

“The acquisition of NovAtel will enable Hexagon to accelerate the development of new applications and markets within the GNSS sector and secure an exciting, rapidly growing core business,” stated Ola Rollen, CEO and President of Hexagon AB.

The transaction in brief

Under the terms of the agreement, Hexagon will commence a cash tender offer to acquire all of the issued and outstanding shares of NovAtel for US $50 per share. The offer price represents a 31 per cent premium to NovAtel’s 30-day volume weighted average share price. The aggregate purchase price of the transaction is expected to be approximately US $390 million, net of NovAtel’s cash balance on 30 June 2007.

In addition, pursuant to the agreement, Hexagon will acquire NovAtel shares and a debenture convertible into NovAtel shares totalling 19.9 per cent of the issued and outstanding shares of NovAtel in a private placement transaction at a purchase price of US $50 per share. Excluding the shares acquired in the tender offer and after giving effect to the shares issued and issuable to Hexagon in the private placement, Hexagon will own 16.6 per cent of NovAtel’s outstanding shares.

Hexagon has advised that it has committed funds available to finance the total cash requirements under the agreement pursuant to a facility agreement with certain banks.

It is anticipated that the tender offer will be mailed to NovAtel shareholders on or about the week of October 15, 2007.

The agreement has been approved by NovAtel’s Board of Directors and is fully supported by NovAtel’s senior management. Completion of the transactions is expected during the fourth quarter of 2007 and is subject to customary regulatory approval, minimum tender and other conditions.

Telephone conference today at 8:30 am ET

NovAtel’s management will hold a telephone conference today at 8:30 am ET.

Participants may access the conference call by dialing 1-866-898-9626 (North America) or 800-8989-6323 (International). This call is also being webcast by Thomson Financial and can be accessed at http://www.earnings.com.

A replay of the conference call will be available until October 12, 2007 by dialing 1-800-408-3053 (North America) or 1-416-695-5800 (International), Passcode 3238839, or at the web address noted above.

About Hexagon

Hexagon AB is a global technology group with strong market positions within measurement technologies and polymers. Hexagon’s vision is to be number one or number two in each strategic business area. The group has about 8,600 employees in 30 countries and net sales of about 14,000 MSEK. For more information, visit www.hexagon.se.

About NovAtel

NovAtel Inc. (NASDAQ:NGPS) is a leading provider of precision Global Navigation Satellite System (GNSS) components and subsystems that afford its customers rapid integration of precise positioning technology. The Company’s mission is to provide exceptional return on investment and outstanding service to our customers. An ISO 9001 certified company, NovAtel is focused on developing quality OEM products including receivers, antennas, enclosures and firmware that are integrated into high precision positioning applications worldwide. These applications include surveying, Geographical Information System (GIS) mapping, precision agriculture machine guidance, port automation, mining, marine and defence industries. NovAtel’s reference receivers are also at the core of national aviation ground networks in the

USA, Japan, Europe, China and India. The Company is committed to providing its customers with advanced positioning technology through significant R&D investment focusing on the modernized Global Positioning System (GPS), the revitalized Russian GLONASS and the emerging European Galileo satellite systems, as well as the integration of additional complementary technologies such as Inertial Measurement Units (IMUs). For more information, visit www.novatel.com.

This press release contains forward-looking statements that involve risks and uncertainties concerning Hexagon’s proposed acquisition of NovAtel, as well as Hexagon’s strategic and operational plans. These forward-looking statements are not based on historical facts but rather on management’s current expectations. Wherever possible, words such as “anticipate”, “believe”, “expect”, “may”, “could”, “potential”, “intend”, “estimate”, “should”, “plan”, “predict”, “forecast” or the negative or other variations of these words, or similar words or phrases, have been used to identify these forward-looking statements. Forward-looking statements made about the business, strategic and operational plans or financial performance of Hexagon are made solely by Hexagon, and NovAtel undertakes no responsibility or liability for such statements. Actual events or results may differ materially from those described in this press release due to a number of risks and uncertainties. Potential risks and uncertainties regarding the acquisition include, among others, the success of the tender offer, the required receipt of necessary regulatory approvals, including from the SEC and under applicable antitrust laws, other conditions to the closing of the tender offer, the possibility that the transaction will not close or that the closing may be delayed, and the effect of the announcement of the merger on NovAtel’s customer relationships, operating results and business generally, including the ability to retain key employees. Other potential risks and uncertainties include, among others, the reaction of customers of NovAtel to the transaction; and general economic conditions. For more information and additional risk factors regarding NovAtel generally, see the factors described in the Company’s Form 20-F for the year ended December 31, 2006 and other SEC filings, many of which are beyond the control of NovAtel. These factors should be considered carefully and undue reliance should not be placed on the forward-looking statements. These forward-looking statements are made as of the date of this news release, and NovAtel assumes no obligation to update or revise them to reflect new events or circumstances.

Securities Law Disclosure

The tender offer for the outstanding common stock of NovAtel has not yet commenced. This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities. The solicitation and the offer to buy shares of NovAtel common stock will be made only pursuant to an offer to purchase and related materials that Hexagon AB intends to file with the SEC on Schedule TO. NovAtel also intends to file a solicitation/recommendation statement on Schedule 14D-9 with respect to the offer. NovAtel stockholders and other investors should read these materials carefully because they contain important information, including the terms and conditions of the offer. NovAtel stockholders and other investors will be able to obtain copies of these materials without charge from the SEC through the SEC’s website at www.sec.gov. Stockholders and other investors are urged to read carefully those materials prior to making any decisions with respect to the offer.

CONTACT INFORMATION:

NovAtel Inc.
Sonia Ross
Investor Contact
(403) 295-4532
Website: www.novatel.com

INDUSTRY: Computers and Software - Hardware, Computers and Software - Peripherals, Computers and Software - Software, Electronics and Semiconductors - Electronic Components, Telecom - Telecommunication Equipment

EX-99.B

EXHIBIT B

TO ALL NOVATEL INC. EMPLOYEES

“The only constant is change.” — Heraclitus, Greek philosopher, c 535-475 BC

Early this morning, Monday, October 8, 2007, NovAtel Inc. announced a new and exciting phase in our company’s evolution.  Hexagon AB, a large, multi-national firm headquartered in Sweden, and NovAtel have entered into a definitive agreement under which Hexagon has agreed to acquire all the outstanding shares of NovAtel for US $50 per share.  NovAtel’s press release is attached.

This is an important and exciting milestone in the history of NovAtel.  Senior management and NovAtel’s Board of Directors are in full support of this transaction, and we believe that NovAtel and Hexagon have reached a set of transaction terms that returns very fair value for our shareholders.  As well, we believe Hexagon’s strategies for our business going forward are in line with our own goals.  As a result, this transaction offers expanded opportunities for our customers and employees.  We continue to expect to develop and supply leading edge GNSS technology and products to all of our customers at a great price/performance.  In particular, we also expect to fully support Point, Inc., our joint venture with Sokkia.

Many of you may already recognize Hexagon as the owner of Leica Geosystems, NovAtel’s largest customer, who represented over 23% of total revenue in 2006 and is expected to represent 18-22% of our total revenue in 2007.  Hexagon is a global technology group with strong market positions within measurement technologies and polymers.  The group has approximately 8,200 employees in 30 countries and net sales of about CDN $2.1 billion.  Hexagon’s class B shares are quoted among Large Cap companies on the Stockholm Stock Exchange’s Nordic List, and they have a secondary listing on the SWX Swiss Exchange.

The Hexagon group is organized in two business areas:

·Hexagon Measurement Technologies

·Hexagon Polymers

Hexagon’s vision is to be a market leader, ranking number one or number two, in each strategic business in order to generate growth and shareholder value.  Their business concept is to operate businesses on a global basis that develop and market leading engineering technology products and services within measurement technologies and polymers.  Hexagon’s strategy is to be the most cost-efficient and innovative supplier, have the best management skills in the business and short and rapid decision processes.

Given Hexagon’s focused growth strategy in the area of measurement technologies and machine control, and their ownership of Leica, Hexagon is an obvious partner for NovAtel.  From an operating perspective, the deal assures us a continuing relationship with our largest customer, Leica Geosystems, a Hexagon subsidiary.  As mentioned, Leica accounted for 23.4% of our revenues in 2006 and an even higher percentage of our profits.  We believe that in the absence of this transaction it is likely that Hexagon would have actively pursued — and was pursuing — other acquisitions and partnerships which would have substantially adversely affected our revenues and profitability.  Instead, with this transaction, we can join together with a long-time partner, moving a giant step forward rather than potentially backwards.

In my discussions with Ola Rollen, CEO of Hexagon, he has shared with me Hexagon’s vision in which NovAtel is a central element to building a leading international presence in positioning-based technologies and solutions.  Joining with Hexagon, we are able to benefit from new opportunities within Hexagon’s family of market leading business units and assure our customers and employees of NovAtel’s ability to continue to provide the most advanced precision GNSS components and subsystems.  Ola Rollen has done great things with Hexagon during his tenure as CEO, and I look forward to working with him to achieve Hexagon’s vision of leadership in GNSS.

Under the terms of the agreement, Hexagon will acquire all of the outstanding shares of NovAtel stock at a price of US $50 per share, pursuant to a tender offer expected to be commenced during the week of October 15, 2007.  This $50 share price equates to a fully diluted equity value of approximately US $447 million and an enterprise value of approximately US $390 million.  The tender offer is expected to close in the last half of November.

The transaction represents a 31% premium to NovAtel’s volume weighted average stock price over the last 30 days, and US $50 is a higher price than the Company’s stock has ever closed at on any day.  The price being paid also equates to a multiple of 5.5 times revenues for the twelve months ended June 30, 2007 and over 19 times EBITDA for the twelve months ended June 30, 2007.

As a part of the overall transaction, NovAtel will be selling Hexagon 953,864 shares at a price of US $50 per share, and a debenture convertible into 764,045 shares, also at a price of US $50 per share, which prior to the conversion of the debenture will put them at 9.95% of issued and outstanding shares, and after the conversion of the debenture, they will then have 16.6% of NovAtel’s then outstanding shares, excluding any shares purchased in the tender offer.

Being the target of an acquisition is always a possibility for growing, profitable technology companies.  When I joined the Company in early 2002, NovAtel had revenues of CDN $28 million the prior year, and the stock price was US $2.50 per share.  Today we are much larger, but we are faced with the constant threat of customers who are turning to captive suppliers, either through acquisitions or internal development, making it increasingly difficult to preserve shareholder value.  As a relatively small company in a market dominated by much larger players—some of whom are both customers and competitors—we have made the decision to join with Hexagon in a transaction which we believe offers NovAtel shareholders, of which I am one, a great price for our shares.

It has always been NovAtel’s, and my personal, philosophy that communication is integral to our success.  Please be assured that announcing this news on a holiday was not by design; it was simply a function of being a Canadian company listed on a US exchange.  Also, a transaction of this size and materiality required the utmost confidentiality, and only a very small group at NovAtel could be involved to this point.  I am sure many of you have questions, therefore we will be holding an off-site employee meeting shortly.  Details will be e-mailed to you as soon as the logistics of the meeting have been finalized.

Until then, welcome to this new era of NovAtel.  Much work lies ahead of us this quarter as we and Hexagon finalize this transaction, but I am looking forward to the exciting opportunities that lie ahead for our company.

Very best regards,

Jonathan W. Ladd
President & CEO
NovAtel Inc.

EX-99.C

EXHIBIT C

SCRIPT FOR OCTOBER 8, 2007 CONFERENCE CALL

OPERATOR INTRODUCTION

Good morning ladies and gentleman, welcome to the NovAtel Inc. conference call.  I would now like to turn the meeting over to Mr. Jon Ladd, President and Chief Executive Officer.  Please go ahead, Mr. Ladd.

JON

Thank you. Good morning everyone and welcome to this morning’s conference call. I would like to begin by reviewing the safe harbor provisions. Certain statements made during this conference call about the Company’s future plans and intentions, or other future events constitute forward-looking statements for purposes of the Safe Harbor Provisions under the SEC’s Private Securities Litigation Reform Act of 1995. These forward-looking statements are not based on historical facts but rather on management’s current expectations regarding NovAtel’s future growth, results of operations, performance, future capital and other expenditures, competitive advantages, business prospects and opportunities. Forward-looking statements involve significant known and unknown risks, uncertainties and assumptions.  These risks are described in the company’s Form 20-F for the fiscal year ended December 31, 2006 and other SEC filings.  Forward-looking statements are made as of the date of this conference call, and NovAtel assumes no obligation to update or revise them to reflect new events or circumstances.

Joining me on today’s call is Werner Gartner, NovAtel’s Executive Vice President and Chief Financial Officer and Ola Rollen, Hexagon’s President and Chief Executive Officer.

Turning to our topic, this morning NovAtel Inc. and Hexagon AB announced an agreement for NovAtel to be acquired by Hexagon.

Under the terms of the agreement, Hexagon will acquire all of the outstanding shares of NovAtel stock at a price of US $50 per share, pursuant to a tender offer expected to be commenced during the week of October 15, 2007.  This $50 share price equates to a fully diluted equity value of approximately

US $447 million and an enterprise value of approximately US $390 million.  The tender offer is expected to close in the last half of November.

The transaction represents a 31% premium to NovAtel’s volume weighted average stock price over the last 30 days, and US $50 is a higher price than the Company’s stock has ever closed at on any day.  The price being paid also equates to a multiple of 5.5 times revenues for the twelve months ended June 30, 2007 and over 19 times EBITDA for the twelve months ended June 30, 2007.

As a part of the overall transaction, NovAtel will be selling Hexagon 953,864 shares at a price of US $50 per share, and a debenture convertible into 764,045 shares, also at a price of US $50 per share, which prior to the conversion of the debenture will put them at 9.95% of issued and outstanding shares, and after the conversion of the debenture, they will then have 16.6% of NovAtel’s then outstanding shares, excluding any shares purchased in the tender offer.

This is an important and exciting milestone in the history of NovAtel. NovAtel will become an integral part of a very successful, much larger, company with operations in 30 countries and approximately 8,200 employees.

Given Hexagon’s focused growth strategy in the area of measurement technologies and machine control, and their ownership of Leica Geosystems, Hexagon is an obvious partner.  From an operating perspective, the deal assures us a continuing relationship with our largest customer, Leica Geosystems, a Hexagon subsidiary.  Leica accounted for 23.4% of our revenues in 2006 and an even higher percentage of our profits.  We believe that in the absence of this transaction it is likely that Hexagon would have actively pursued—and was pursuing—other acquisitions and partnerships which would have substantially adversely affected our revenues and profitability.  Instead, with this transaction, we can join together with a long-time partner, moving a giant step forward rather than backward.

In my discussions with Ola Rollen, CEO of Hexagon, he has shared with me Hexagon’s vision in which NovAtel is a central element to building a leading international presence in positioning-based technologies and solutions.  Joining with Hexagon, we are able to benefit from new opportunities within Hexagon’s family of market leading business units and assure our customers and employees of NovAtel’s ability to continue to provide the most advanced precision GNSS components and

subsystems.  Ola Rollen has done great things with Hexagon during his tenure as CEO, and I look forward to working with him to achieve Hexagon’s vision of leadership in GNSS.

On a final note, when I joined the Company in early 2002, NovAtel had revenues of CDN $28 million the prior year, and the stock price was US $2.50 per share.  Today we are much larger, but we are faced with the constant threat of customers who are turning to captive suppliers, either through acquisitions or internal development, making it increasingly difficult to preserve shareholder value.  As a relatively small company in a market dominated by much larger players—some of whom are both customers and competitors—we have made the decision to join with Hexagon in a transaction which we believe offers NovAtel shareholders, of which I am one, a great price for our shares.

With that, Werner and I are now available to answer questions.