SC TO-T/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO/A
(AMENDMENT NO. 3)(Rule 14d-1 and Rule 13e-3)

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

NOVATEL INC.

(Name of Subject Company (Issuer))

HEXAGON CANADA ACQUISITION INC.

(as Offeror)

HEXAGON AB

 (as Parent of Offeror)

Novatel Inc.

(as Issuer)

(Names of Filing Persons)

Common Shares	669954109
(Title of Class of Securities)	(CUSIP Number of Class of Securities)

Brett Cooper, Esq.	Edwin S. Maynard, Esq.
Orrick, Herrington & Sutcliffe LLP	Ariel J. Deckelbaum, Esq.
405 Howard Street	Paul, Weiss, Rifkind, Wharton & Garrison LLP
San Francisco, CA 94105-2625	1285 Avenue of the Americas
(415) 773-5700	New York, NY 10019-6064
	(212) 373-3000

(Name, address and telephone number of person authorized to

receive notices and communications on behalf of filing persons)

With a Copy to

Richard A. Shaw, Q.C.	Kenneth G. Ottenbreit, Esq.
Andrew  D. Grasby	Stikeman Elliott LLP
McCarthy Tétrault LLP	Tower 56, 14th Floor
Suite 3300, 421-7th Avenue SW	126 East 56th Street
Calgary, Alberta, Canada T2P 4K9	New York, NY 10022
(403) 260-3500	(212) 371-8855

CALCULATION OF FILING FEE*

Transaction Valuation*	Amount of Filing Fee*
$463,654,850.00	$14,234.20

*Estimated solely for purposes of calculating the filing fee in accordance with Rule 0-11 under the Securities Exchange Act of 1934.  The amount of the filing fee is calculated by multiplying the transaction value by 0.0000307.  The transaction value was determined by multiplying the purchase price of  U.S. $50.00 per share by 9,273,097 shares of common stock, no par value per share, of NovAtel Inc. (“NovAtel”) (including 639,061 shares issuable upon exercise of options and up to a maximum of 1,325 shares that may be issued pursuant to outstanding retired share units) as of October 8, 2007, as represented by NovAtel in the Subscription and Support Agreement, dated as of October 8, 2007, between NovAtel and Hexagon AB (“Hexagon”).

xCheck 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:	14,234.20	Filing Party:	Hexagon Canada Acquisition Inc., Hexagon AB and NovAtel Inc.
Form or Registration No.:	Schedule TO and Schedule 13e-3 (File No. 005-50460)	Date Filed:	October 19, 2007

oCheck 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:

Sthird-party tender offer subject to Rule 14d-1.

oissuer tender offer subject to Rule 13e-4.

Sgoing-private transaction subject to Rule 13e-3.

oamendment 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

This Amendment No. 3 (this “Amendment”) amends the tender offer statement on Schedule TO and the Rule 13E-3 transaction statement on Schedule 13E-3 under cover of Schedule TO as originally filed with the U.S. Securities and Exchange Commission on October 19, 2007, as amended on November 1, 2007 (“Amendment No. 1”) and on November 7, 2007 (“Amendment No. 2”) (collectively “Schedule TO/13E-3/A”) by Hexagon Canada Acquisition Inc. (the “Offeror”), a wholly-owned direct subsidiary of Hexagon AB (“Hexagon”), Hexagon and NovAtel Inc. (“NovAtel”). The Schedule TO/13E-3/A was filed with the SEC pursuant to Rule 14d-1 and Rule 13e-3 under the Securities Exchange Act of 1934, as amended.

The Schedule TO/13E-3/A relates to the offer by Offeror to purchase all of the outstanding common shares, no par value per share (other than common shares owned by the Offeror or any of its affiliates) of NovAtel, at a price of U.S.$50.00 per Share, without interest, which may be deemed to be a “Rule 13e-3 transaction” pursuant to Rule 13e-3 under the Exchange Act governing “going private” transactions. The terms and conditions of the offer are described in the Amended Offer to Purchase and the related Letter of Transmittal that were filed with Amendment No. 1 as Exhibits (a)(15) and (a)(2) thereof, respectively, as amended by Amendment No. 2.

This Amendment is being filed on behalf of Offeror, Hexagon and NovAtel.

All capitalized terms used in this Amendment and not otherwise defined herein have the meanings ascribed to such terms in the Amended Offer to Purchase.

Item 12. Exhibits and Item 13. Information Required by Schedule 13E-3 (Item 16. Exhibits):

Item 12, “Exhibits” and Item 13, “Information Required under Schedule 13E-3” (Item 16. Exhibits) of the Schdule TO/13E-3/A is amended and supplemented by adding the following to the Exhibit Index:

Exhibit No.	Description
(a)(17)	Press release issued by NovAtel Inc., dated November 21, 2007.

SIGNATURE

After due inquiry and to the best of their knowledge and belief, the undersigned hereby certify as of November 21, 2007 that the information set forth in this statement is true, complete and correct.

HEXAGON CANADA ACQUISITION INC.
By:
	/s/ Frederick W. London
	Name: Frederick W. London
	Title: Vice President & Secretary
HEXAGON AB
By:
	/s/ Frederick W. London
	Name: Frederick W. London
	Title: General Counsel & Attorney-in-Fact
NOVATEL INC.
By:
	/s/ Jonathan W. Ladd
	Name: Jonathan W. Ladd
	Title:   President and Chief Executive Officer

EXHIBIT INDEX

EXHIBIT NO.	DESCRIPTION
(a)(1)†	Offer to Purchase For Cash, dated October 19, 2007.
(a)(2)†	Letter of Transmittal.
(a)(3)†	Notice of Guaranteed Delivery.
(a)(4)†	Directors’ Circular, dated October 19, 2007.
(a)(5)†	Press release by Hexagon, dated October 19, 2007, announcing the commencement of the Offer.
(a)(6)*	Press release relating to Hexagon proposed acquisition of NovAtel, announced by Hexagon on October 8, 2007.
(a)(7)*	Powerpoint presentation that accompanied a conference call with Hexagon’s Chief Executive Officer and President, Ola Rollén, to discuss Hexagon’s proposed acquisition of NovAtel.
(a)(8)*	Transcript of a conference call with Hexagon’s Chief Executive Officer and President, Ola Rollén, to discuss Hexagon’s proposed acquisition of NovAtel.
(a)(9)**	Press release relating to Hexagon proposed acquisition of NovAtel, announced by NovAtel on October 8, 2007.
(a)(10)**	Email communication to the employees of NovAtel regarding the proposed acquisition by Hexagon.
(a)(11)**	Transcript of October 8, 2007 conference call regarding Hexagon’s proposed acquisition of NovAtel.
(a)(12)***	Letter to Shareholders of NovAtel, dated October 19, 2007.
(a)(13)†	Request for Taxpayer Identification Number and Certification on Form W-9 (including guidelines).
(a)(14)†	Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding on Form W-8BEN (including guidelines).
(a)(15)††	Amended Offer to Purchase For Cash, dated November 1, 2007.
(a)(16)††	Amended Director's Circular, dated November 1, 2007.
(a)(17)	Press release issued by NovAtel Inc., dated November 21, 2007.
(c)†	Savvian - Presentation to the Special Committee of the Board of Directors, dated October 7, 2007.
(d)(1)†	Subscription and Support Agreement, dated October 8, 2007, by and between Hexagon and NovAtel.
(d)(2)†	4% Senior Unsecured Convertible Debenture Issued by NovAtel in favor of Hexagon, dated as of October 17, 2007.
(d)(3)†	Assignment, Assumption and Novation Agreement, by and among Hexagon, Offeror and NovAtel, dated as of October 18, 2007.
(d)(4)†	Strategic Cooperation Agreement, by and among Leica Geosystems A.G., NovAtel,

	CMC Electronics Inc. and Oncap L.P., dated as of April 5, 2003 (previously filed with the SEC as Exhibit 10.14 to NovAtel’s Annual Report on Form 20-F on May 27, 2004 (File No. 000-29004)).
(f)†	Shareholders’ rights under compulsory acquisition - Section 206 and 206.1 of Part XVII of the Canadian Business Corporation Act.
(i)†	Power of Attorney.
	†	Previously filed with the SEC as an Exhibit to the Offeror, Hexagon's and NovAtel's Schedule TO/13E-3 on October 19, 2007.
	††	Previously filed with the SEC as an Exhibit to the Offeror's, Hexagon's and NovAtel's Schedule TO/13E-E/A on November 7, 2007.
	*	Previously filed with the SEC as an Exhibit to Hexagon’s Schedule TO-C on October 9, 2007 (File No. 005-50460).
	**	Previously filed with the SEC as an Exhibit to NovAtel’s Schedule 14D-9 on October 9, 2007 (File No. 005-50460).
	***	Previously filed with the SEC as an Exhibit to NovAtel’s Schedule 14D-9 on October 19, 2007 (File No. 005-50460).

EX-99.(A)(17)

Exhibit (a)(17)

FOR IMMEDIATE RELEASE INVESTOR CONTACT: Sonia Ross (403) 295-4532

Clearance from German competition authority received for Hexagon Tender Offer

(Calgary, Alberta, Canada, November 21, 2007) — NovAtel Inc. (NASDAQ:NGPS) announced today that the German competition authority Bunkdeskartellamt (Federal Cartel Office or “FCO”) gave its clearance under the German Act Against Restraints of Competition for the cash tender offer by Hexagon Canada Acquisition, Inc., a wholly owned direct subsidiary of Hexagon AB (STO:HEXA B) for all of the issued and outstanding shares of NovAtel Inc.  This was the only regulatory approval required for the offer and as such, there are no remaining regulatory conditions to complete the tender offer.

The offer is expected to expire at 5:00 p.m. (New York, New York time) on Tuesday, November 27, 2007, unless the tender offer is extended or withdrawn.

For additional information on the Hexagon tender offer please contact:

Information Agent Morrow & Co., LLC
(800) 607-0088

Dealer Manager Morgan Stanley
(877) 219-1920

Depositary Mellon Investor Services LLC (800) 777-3674 (for callers from US, Canada or Puerto Rico)
(201) 680-6654 (collect-for all other callers)

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 9,400 employees in 30 countries and net sales of about SEK 14,000 million.  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. 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. 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, 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.

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 is being made only pursuant to an amended offer to purchase and related materials that Hexagon Canada Acquisition, Inc., Hexagon AB and NovAtel filed with the SEC on Schedule TO/13E-3/A. NovAtel also has filed an amended solicitation/recommendation statement on Schedule 14D-9/A with respect to the offer. NovAtel shareholders and other investors should read these materials carefully because they contain important information, including the terms and conditions of the offer. NovAtel shareholders 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. Shareholders and other investors are urged to read carefully those materials prior to making any decisions with respect to the offer.