SC TO-T/A

UNITED STATES
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.

(Amendment No. 3)

Wavecom S.A.

(Name of Subject Company (Issuer))

Gemalto S.A.

a subsidiary of

Gemalto N.V.

(Offerors)

(Names of Filing Persons (identifying status as offeror, issuer or other person))

Shares, nominal value of €1.00 per Share

and

American Depositary Shares evidenced by American Depositary Receipts, each
representing one Share

(Title of Class of Securities)

943531103

(CUSIP Number of Class of Securities)

Jean-Pierre Charlet
Gemalto N.V.
Koningsgracht Gebouw 1
Joop Geesinkweg 541-542
1096 AX, Amsterdam
The Netherlands
+31 205 620 680

Copy to:

Laurent Faugérolas
Stéphane Sabatier
Willkie Farr & Gallagher LLP Jon J. Lyman
Willkie Farr & Gallagher LLP
One Angel Court

21-23 rue de la Ville l’Evêque	London EC2R 7HJ, England
Paris 75008, France	+44 20 7696 5454
+33 1 53 43 45 00

(Name, Address and Telephone Numbers of Persons
Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Calculation of Filing Fee

Transaction Valuation*	Amount of Filing Fee**
$27,713,010	$1,089

* Estimated solely for purposes of calculating the filing fee. The Transaction Valuation was calculated on the basis of (i) the offer price of (x) €7 for each of the 1,718,330 ADSs outstanding; (y) €7 for each of the 791,022 Shares estimated to be held by U.S. holders as of the date hereof within the meaning of Rule 14d-1(d) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (z) €31.30 plus unpaid accrued interest for each of the 128,594 OCEANEs estimated to be held by U.S. holders as of the date hereof; and (ii) an exchange rate (using the noon buying rate in New York City for cable transfers in euro as certified for customs purposes by the Federal Reserve Bank of New York on October 22, 2008) of $1.2835 for one euro. The unpaid accrued interest to be paid per OCEANE is estimated to be €0.01 per OCEANE based on an estimated settlement date of January 5, 2009 for the Offers (as defined below). The number of Shares and OCEANEs estimated to be held by U.S. holders is based on an assumption, made solely for purposes of calculating the filing fee, that 5% of the 15,820,442 outstanding Shares and 5% of the 2,571,884 outstanding OCEANEs are each held by U.S. holders. The number of ADSs, Shares and OCEANEs outstanding is based on Wavecom S.A.’s (“Wavecom”) Form 6-K filed with the Securities and Exchange Commission (the “Commission”) on October 22, 2008 and Wavecom’s Form 20-F for the fiscal year ended December 31, 2007 filed with the Commission on April 8, 2007.

** The filing fee, calculated in accordance with Rule 0-11(d) under the Securities Exchange Act of 1934, as amended, as modified by Fee Advisory No. 7 for the fiscal year 2008, is $39.30 for every $1,000,000 of transaction value.

þ 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: $1,089	Filing Party: Gemalto S.A.
Form or Registration No.: SC TO-T	Date Filed: October 28, 2008

o 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 going-private transaction subject to Rule 13e-3.
o issuer tender offer subject to under Rule 13e-4.	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 11. Additional Information
	Item 12. Exhibits
SIGNATURE
EXHIBIT INDEX
EX-99.A.5.III: TRANSCRIPT OF BFM INTERVIEW WITH OLIVIER PIOU, NOVEMBER 18, 2008 (UNOFFICIAL ENGLISH TRANSLATION)
EX-99.A.5.IV: REUTERS NEWS ARTICLE, DATED NOVEMBER 18, 2008 (UNOFFICIAL ENGLISH TRANSLATION)
EX-99.A.5.V: REUTERS NEWS ARTICLE, DATED NOVEMBER 18, 2008
EX-99.A.5.VI:LA TRIBUNE NEWS ARTICLE, DATED NOVEMBER 19, 2008 (UNOFFICIAL ENGLISH TRANSLATION)

     This Amendment No. 3 to Schedule TO amends and supplements the Tender Offer Statement on Schedule TO, as amended, initially filed with the Securities and Exchange Commission on October 28, 2008 (the “Schedule TO”) by Gemalto S.A., a société anonyme organized under the laws of France (“Purchaser”) and a subsidiary of Gemalto N.V., a company organized under the laws of The Netherlands, relating to the offer to purchase all outstanding Wavecom shares, nominal value €1.00 (“Shares”), all outstanding Wavecom American Depositary Shares, each representing one Share (“ADSs”), and all outstanding bonds convertible or exchangeable into new or existing Shares (obligations à option de conversion et/ou d’échange en actions nouvelles ou existantes, or “OCEANEs”), through concurrent offers in the United States (the “U.S. Offer”) and France (the “International Offer”, and together with the U.S. Offer, the “Offers”). In the U.S. Offer, Purchaser is seeking to purchase all outstanding Shares and OCEANEs held by U.S. holders, within the meaning of Rule 14d-1(d) under the Exchange Act, and all outstanding ADSs wherever the holder is located, on the terms and conditions set forth in the U.S. Offer to Purchase, dated October 28, 2008 (the “U.S. Offer to Purchase”) and the related ADS Letter of Transmittal and the Forms of Acceptance.

     Except as specifically set forth herein, this Amendment No. 3 does not modify any of the information previously reported on Schedule TO. Capitalized terms used and not otherwise defined in this Amendment No. 3 shall have the meanings ascribed to them in the U.S. Offer to Purchase.

     The U.S. Offer to Purchase, including Schedule A thereto, is hereby incorporated by reference in response to all items of this Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided herein.

Item 11. Additional Information.

     Item 11(a) of the Schedule TO is hereby amended and supplemented as follows:

     The fifth paragraph in Section 14: “Certain Legal Matters” in the U.S. Offer to Purchase is hereby amended and restated in its entirety to read as follows:

     “German Competition Laws. Under the provisions of the German Act against Restraints on Competition (“ARC”), the acquisition of Securities pursuant to the Offers may be consummated only if the acquisition is approved by the German Federal Cartel Office (“German Cartel Office”), either by written approval or by expiration of a one-month waiting period commenced by the filing by Purchaser of a complete notification (the “German Notification”) with respect to the Offers, unless the German Cartel Office notifies Purchaser within the one-month waiting period of the initiation of an in-depth investigation. Purchaser filed the German Notification on October 28, 2008. On November 21, 2008, Purchaser received written approval of the Offers from the German Cartel Office.”

Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented to add the following exhibits:

99(a)(5)(iii)	Transcript of BFM interview with Olivier Piou, November 18, 2008 (unofficial English translation)
99(a)(5)(iv)	Reuters news article, dated November 18, 2008 (unofficial English translation)
99(a)(5)(v)	Reuters news article, dated November 18, 2008
99(a)(5)(vi)	La Tribune news article, dated November 19, 2008 (unofficial English translation)

SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: November 21, 2008

GEMALTO S.A.
/s/ Jean-Pierre Charlet
Name:	Jean-Pierre Charlet
Title:	General Counsel
GEMALTO N.V.
/s/ Olivier Piou
Name:	Olivier Piou
Title:	Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
99(a)(1)(i)	U.S. Offer to Purchase, dated October 28, 2008*
99(a)(1)(ii)	Form of ADS Letter of Transmittal (ADSs)*
99(a)(1)(iii)	Form of Notice of Guaranteed Delivery (ADSs)*
99(a)(1) (iv)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (ADSs)*
99(a)(1)(v)	Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (ADSs)*
99(a)(1)(vi)	Form of Share Form of Acceptance (Shares)*
99(a)(1)(vii)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (Shares)*
99(a)(1)(viii)	Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (Shares)*
99(a)(1)(ix)	Form of OCEANE Form of Acceptance (OCEANEs)*
99(a)(1)(x)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (OCEANEs)*
99(a)(1)(xi)	Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (OCEANEs)*
99(a)(1)(xii)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9*
99(a)(1)(xiii)	Form of Summary Advertisement, published on October 28, 2008*
99(a)(5)(i)	Questions and Answers relating to the International Offer for use by the Information Agent (English translation)**
99(a)(5)(ii)	English version of press release, issued November 19, 2008***
99(a)(5)(iii)	Transcript of BFM interview with Olivier Piou, November 18, 2008 (unofficial English translation)
99(a)(5)(iv)	Reuters news article, dated November 18, 2008 (unofficial English translation)
99(a)(5)(v)	Reuters news article, dated November 18, 2008
99(a)(5)(vi)	La Tribune news article, dated November 19, 2008 (unofficial English translation)
99(b)	Not applicable
99(d)	Not applicable
99(g)	Not applicable
99(h)	Not applicable

*	Previously filed on Schedule TO dated October 28, 2008.
**	Previously filed on Amendment No. 1 to Schedule TO dated November 4, 2008.
***	Previously filed on Amendment No. 2 to Schedule TO dated November 19, 2008.

EX-99.A.5.III

SCRIPT INTEGRAL
21/11/08 — 23:11 — Page 1/4
	60 AV. DU GENERAL DE GAULLE     TEL : 01.47.67.18.00
	92046 PARIS LA DEFENSE                FAX : 01.47.67.18.01
	desk.tvradio@tnsmi.fr

Doc. Ref.: 2500-3524352-9

To: Press department / TBWA CORPORATE

Key word: GEMALTO

BFM
GOOD MORNING BUSINESS — 18/11/2008 — 08:20:30
Guest: Olivier PIOU, director and CEO of GEMALTO

Stéphane SOUMIER

     And so the price of stock market performance, or as he said the stock market miracle, Marc FIORENTINO. We would like to welcome Olivier PIOU, head of GEMALTO, who joins us today. Hello!

Olivier PIOU

     Hello!

Stéphane SOUMIER

     And thank you very much for joining us this morning. So, when you prepared the financial statements, you were at breakeven. Are you proud of this stock market performance, Olivier PIOU?

Olivier PIOU

     It is always the recognition of the work of 10,000 people at the company, covering 85 nationalities, based all over the world working on what was a difficult project. Therefore we should not stop at the value of the shares on a day-to-day basis. During these four years, the share price has risen and fallen each day...

Stéphane SOUMIER

     Yes, but, excuse me because you are a very regular guest and I thank you for that, but this does not really answer the question, because it is not about recognising the work that has been done, as you well know. The markets did not understand the work that GEMALTO was doing, you decided to leave your office and go out and explain the merger. Not only to analysts, but to all editorial teams. I think that you understood that analysts read the newspapers and there was a need to create some media interest in GEMALTO. So it is not just recognition of the work, at least not always.

Olivier PIOU

     Not always, but in principle, you do not know GEMALTO because you know its products and its products belong to a well known brand. You know the BNP-PARIBAS or LCL bank card, you know the ORANGE, SFR or BOUYGUES SIM card, you know the French government’s or the Italian government’s e-passport. But you do not know that these are GEMALTO products and, in principle, we will never take the place of our clients.

Stéphane SOUMIER

     For example, won’t there be GEMALTO INSIDE, like there was INTEL INSIDE at one time?

Tous droits réservés TNS

SCRIPT INTEGRAL
21/11/08 — 23:11 — Page 2/4
	60 AV. DU GENERAL DE GAULLE     TEL : 01.47.67.18.00
	92046 PARIS LA DEFENSE                FAX : 01.47.67.18.01
	desk.tvradio@tnsmi.fr

Olivier PIOU

     There could be GEMALTO INSIDE, but this would require a very expensive advertising campaign! (Laughs). We are being careful with our money and that is what is allowing us to succeed at present. It is above all the fact that when the project was launched, targets were set — very ambitious targets — to the point that this gave rise to doubts. But stage after stage we delivered, even beating our targets, our synergies, our...

Stéphane SOUMIER

     That means that the markets did not admit that a merger could succeed, a merger between two world market leaders — GEMPLUS and AXALTO — and the markets did not admit that it can succeed, that’s the idea.

Olivier PIOU

     When you interview investors, they tell you that statistically it does not work. So you tell me some wonderful story, but all of the probabilities are against you.

Stéphane SOUMIER

     And the idea of going out to tell this story to the press... I think that this changed the course of things. I know that you do not think so, Olivier PIOU, but I believe that the time you spent — and I am a witness to this — you spent a great deal of time with journalists, which may also have changed the course of this GEMALTO story.

Olivier PIOU

     Obviously telling the story, telling people about our plan, is important and this is part of the manager’s role. But what makes the difference is that each of GEMALTO’s employees on the ground each morning paid attention to prices, paid attention to managing their segmentation, ensured the success of the integration and this is rewarding nonetheless. Therefore, the fact that this is recognised by the stock market to some extent is effectively a recognition.

Stéphane SOUMIER

     Does this give you a basis on which to go further? Does this stock market performance give you more power?

Olivier PIOU

     No. You know, we have plans, we are a manufacturer, and therefore we do not live on a day-to-day basis, or even from year-to-year, and definitely not by each quarter. Our company is therefore doing very well, it is achieving very good results and is continuing to stay in very good shape. We had a very good month in October and we now have the fortune to operate in markets that are not highly dependent on consumer spending. You have a bank card, it doesn’t matter whether you use it a lot or not, as long as you have a bank card. You have a mobile phone, it doesn’t matter whether you use it a lot or not, as long as you don’t go back to having a fixed line...

Stéphane SOUMIER

     And we won’t go back. VIVENDI COM and FRANCE TELECOM have told us that mobile phones are now considered an essential.

Olivier PIOU

     Absolutely, this is 21^st century society and today — paradoxically incidentally given the current financial crisis — there have never been so many accounts opened at bank branches, as people are spreading out their assets in

Tous droits réservés TNS

SCRIPT INTEGRAL
21/11/08 — 23:11 — Page 3/4
	60 AV. DU GENERAL DE GAULLE     TEL : 01.47.67.18.00
	92046 PARIS LA DEFENSE               FAX : 01.47.67.18.01
	desk.tvradio@tnsmi.fr

order to benefit from government guarantees and as a result there have never been so many bank cards issued...

Stéphane SOUMIER

     Once again, and you have not finished doing so, you need to remind us of your specific qualities. You manufacture cards, but you teach cards to communicate, that’s the idea. We have created this image that you are pleased with to a certain event, but in the end you are to the microcomputer what MICROSOFT is to the microcomputer. You are to the smart card what MICROSOFT is to the microcomputer, you do not manufacture it, you teach it to communicate.

Olivier PIOU

     That’s right. In fact, we buy the chips. This is something that many people did not understand. And then we programme them. We are therefore a software developer and we provide services with these secure targets so that they allow for ease of use for digital networks, the internet, supermarkets and hypermarkets and bank networks and ensure that they always work.

Stéphane SOUMIER

     And so it is a question of intelligence.

Olivier PIOU

     Well yes, there is a lot of software.

Stéphane SOUMIER

     It is software and intelligence. You are in the middle of a major deal with WAVECOM at present, Olivier PIOU. Your idea — an idea shared by many companies in your industry — is that machines will begin to communicate and this communication between machines needs to be organised and you believe that WAVECOM is an important tool in your overall strategy to organise this machine-to-machine communication. This is the industrial strategy, behind it is the financial aspect, and WAVECOM thinks that you are not paying enough. What can you tell them this morning?

Olivier PIOU

     First of all, we have a strategy while WAVECOM does not. WAVECOM is currently in a dead-end situation and so we are making a constructive proposition to develop this business line. Effectively, I think that it is a legitimate role for the board of directors to say that they are not pleased, that this is not enough etc. We have therefore responded very clearly that we would not move on our price. This discussion about WAVECOM’s valuation took place before we made our offer and we were not in agreement. That is why we have made a public takeover bid and we will not change it.

Stéphane SOUMIER

     So as I understand, you are addressing WAVECOM shareholders; you are telling WAVECOM shareholders that the deal could become hostile?

Olivier PIOU

     There has been some disinformation on the part of the board directors. If you look at the documents filed with the AMF, you can see that discussions were held beforehand and that, for example, WAVECOM did not want to provide us with confidential information until we made an offer. We made an offer, and they then told us that it was not solicited. The board of directors then said that it was not in the interest of the company’s shareholders and employees. The

Tous droits réservés TNS

SCRIPT INTEGRAL
21/11/08 — 23:11 — Page 4/4
	60 AV. DU GENERAL DE GAULLE     TEL : 01.47.67.18.00
	92046 PARIS LA DEFENSE               FAX : 01.47.67.18.01
	desk.tvradio@tnsmi.fr

works council unanimously — and this is extremely rare — decided in favour of our offer. We are presented as a hostile raider, but we are...

Stéphane SOUMIER

     You have an industrial strategy and you will not raise your offer, that is the message from GEMALTO this morning.

Olivier PIOU

     Absolutely! 7 euros... We have to set an example. GEMALTO’s employees set an example by being very disciplined about prices when they sell products. The managers and myself are very disciplined about the price of 7 euros — take it or leave it.

Stéphane SOUMIER

     Thank you, Olivier PIOU, for joining us this morning. 08:28:05 FIN+

Tous droits réservés TNS

     This transcript is for informational purposes only and is not an offer to buy or a solicitation of an offer to sell any securities of Wavecom S.A. The terms and conditions of the U.S. Offer are set forth in the U.S. Offer to Purchase dated October 28, 2008 and the related materials, as amended, that Gemalto filed with the U.S. Securities and Exchange Commission (the “Commission”) on Schedule TO. The terms and conditions of the International Offer are set forth in the Note d’Information, as amended, that Gemalto filed with the French Autorité des marchés financiers (the “AMF”), and on which the AMF affixed its visa n° 08-225 on October 24, 2008, in accordance with its conformity decision of October 24, 2008. Wavecom securityholders and other investors are urged to read carefully such offer materials (as updated and amended) prior to making any decisions with respect to the Offers because these documents contain important information, including the terms and conditions of the Offers. Wavecom securityholders and other investors can obtain copies of these tender offer materials and any other documents filed with the Commission from the Commission’s website (www.sec.gov) and with the AMF from the AMF’s website (www.amf-france.org), in each case without charge. Such materials filed by Gemalto will also be available for free at Gemalto’s website (www.gemalto.com).

      Questions and requests for assistance regarding the U.S. offer may be directed to the Information Agent, Georgeson Inc. (the “Information Agent”) (199 Water Street, 26th Floor New York, NY 10038-3650; U.S. Toll Free Number for holders of Wavecom securities in the United States: (800) 257-5271; U.S. Number for banks and brokers: (212) 440-9800). Requests for additional copies of the U.S. offer documents and other materials may be directed to the Information Agent and will be furnished promptly at Gemalto’s expense. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the U.S. Offer.

     The publication or distribution of this transcript may be subject to statutory or regulatory restrictions in certain countries. The transcript is not addressed to individuals subject to such restrictions, either directly or indirectly. Receipt of this transcript does not constitute an offer in countries where a tender offer or an offer of securities would be illegal.

EX-99.A.5.IV

REUTERS 19/11
by Nathalie Meistermann and Julien Ponthus

PARIS, 18 November (Reuters) – With Wavecom’s works council supporting its takeover bid, Gemalto “completely” rules out the possibility of increasing its offer for the wireless communications specialist, CEO Olivier Piou stated on Tuesday.

In an interview with Reuters, he also confirms his financial targets for 2008 and 2009, saying that there are no signs of a slowdown in the company’s markets for the time being.

He maintains that the offer of €7 per share is attractive, valuing Wavecom at around €110 million.

“What I completely rule out is increasing my offer. The price was carefully weighed up. I could have lowered it with the catastrophic third-quarter results and I could have lowered it with the fall in the share price”, he explains.

“I have not lowered it but I am not going to increase it either. This is a particularly attractive offer in the current difficult climate”, he states.

In its report of 14 November in response to the smart card manufacturer’s takeover bid, Wavecom’s board of directors reiterated its opposition to the deal, believing that its terms “clearly undervalue Wavecom”.

However, in the same report, Wavecom’s works council states that “contrary to the opinion expressed by the company’s board of directors and subject to maintaining jobs and technological investment within the company, the works council believes that the offer presented by Gemalto is favourable to the development of the company”.

Gemalto’s CEO is harsh in his view of the target company’s management team. “We are dealing with a management team and a board of directors that have lost all credibility due to the facts, their falling earnings, the sliding share price and the non-existent outlook”, he comments.

THE OFFER COULD BECOME FRIENDLY

Olivier Piou does not think that a rival offer will be made but does not rule out the possibility of the unsolicited takeover bid becoming “friendly”. “It is enough that the board of directors realises that there will not be a rival bid and the offer will not be increased”, he notes.

If the takeover bid – which opened on 28 October and closes on 15 December – does not succeed, “we will take back our money”, he asserts.

“We are going to invest part of it in developing our own M2M (machine-to-machine wireless communication) business (...) and (with) the other part we will be very happy to buy back our shares or to pay our shareholders a dividend”.

He reiterates that Gemalto’s three priorities in terms of using its cash are: 1) “to achieve organic growth”; 2) “to carry out targeted acquisitions that are not too large”; 3) “to give money back to our shareholders”.

When asked about the economic climate, Mr Piou states that “the company is currently performing very well and continuing to expand”. “Financial market upheavals have resulted in limited visibility but this is the case for everyone, not just in our market”.

“At present, we cannot see any signs of a slowdown due to the economic crisis (...) We reiterate our guidance for 2008, as well as our guidance for 2009 with operating margin of over 10%”, confirms Gemalto’s CEO.

The manufacturer has set itself a target of revenue growth of 8-12% and adjusted operating profit of around €160 million in 2008. For 2009, it is aiming for adjusted operating margin of over 10% compared with 5.1% in 2007. /NIM

     This news article is for informational purposes only and is not an offer to buy or a solicitation of an offer to sell any securities of Wavecom S.A. The terms and conditions of the U.S. Offer are set forth in the U.S. Offer to Purchase dated October 28, 2008 and the related materials, as amended, that Gemalto filed with the U.S. Securities and Exchange Commission (the “Commission”) on Schedule TO. The terms and conditions of the International Offer are set forth in the Note d’Information, as amended, that Gemalto filed with the French Autorité des marchés financiers (the “AMF”), and on which the AMF affixed its visa n° 08-225 on October 24, 2008, in accordance with its conformity decision of October 24, 2008. Wavecom securityholders and other investors are urged to read carefully such offer materials (as updated and amended) prior to making any decisions with respect to the Offers because these documents contain important information, including the terms and conditions of the Offers. Wavecom securityholders and other investors can obtain copies of these tender offer materials and any other documents filed with the Commission from the Commission’s website (www.sec.gov) and with the AMF from the AMF’s website (www.amf-france.org), in each case without charge. Such materials filed by Gemalto will also be available for free at Gemalto’s website (www.gemalto.com).

     Questions and requests for assistance regarding the U.S. offer may be directed to the Information Agent, Georgeson Inc. (the “Information Agent”) (199 Water Street, 26th Floor New York, NY 10038-3650; U.S. Toll Free Number for holders of Wavecom securities in the United States: (800) 257-5271; U.S. Number for banks and brokers: (212) 440-9800). Requests for additional copies of the U.S. offer documents and other materials may be directed to the Information Agent and will be furnished promptly at Gemalto’s expense. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the U.S. Offer.

     The publication or distribution of this news article may be subject to statutory or regulatory restrictions in certain countries. The news article is not addressed to individuals subject to such restrictions, either directly or indirectly. Receipt of this news article does not constitute an offer in countries where a tender offer or an offer of securities would be illegal.

EX-99.A.5.V

INTERVIEW-UPDATE 1-Gemalto rules out raising Wavecom offer
LBA0000020081118e4bi000zf
379 Words
18 November 2008
13:41 GMT
Reuters News
English
(c) 2008 Reuters Limited

* CEO says price attractive in current conditions

* To return some cash to shareholders if bid fails

* Sees no sign of slowdown, sticks to goals

(Adds CEO comments, detail, background)

By Vanessa Walters

PARIS, Nov 18 (Reuters) — Gemalto , the world’s largest provider of smart cards, ruled out raising its offer for wireless technology group Wavecom after the bid won support from its target’s works council. If the bid still failed, Gemalto would return some cash to shareholders through buybacks or dividends, Chief Executive Olivier Piou told Reuters in an interview on Tuesday.

“The price is well considered,” Piou said. “It is a particularly attractive offer in these difficult times.”

He said Wavecom’s top management welcomed the offer but the administrative board refused to admit this and was not being realistic.

Piou added that Gemalto had not seen a slowdown, despite the financial crisis, and said it was sticking to its targets for this year and next.

Gemalto offered 7 euros a share for Wavecom last month, a premium of 72 percent at the time, valuing it at around 110 million euros ($139 million). It also offered 20 euros per OCEANE bond convertible into Wavecom shares, later raising this amount to 31.30 euros.

Wavecom called the offer hostile and rejected it as “inadequate”.

“I don’t think there will be a competing bid, nor will the offer be raised further but the bid may become friendly,” Piou said.

Gemalto’s offer for Wavecom is conditional on acceptance by shareholders representing 50.01 percent of all company stock.

Should the bid fail, Piou said the first priority was to use the cash for internal growth, the second to make targeted acquisitions that were not too large and the third to return money to shareholders.

Gemalto, the product of a merger between Axalto and Gemplus, had 2007 revenue of 1.631 billion euros.

For a Take-a-Look on French small- and mid-cap interviews, please double click on [ID:nSMCAPSFR]

(Editing by James Regan and David Cowell)
(vanessa.walters@reuters.com; +331 4949 5331; Reuters Messaging:
vanessa.walters.reuters.com@reuters.net)) ($1=.7921 Euro)

GEMALTO/ (INTERVIEW, UPDATE 1)|LANGEN|ABN|E|RBN

     This news article is for informational purposes only and is not an offer to buy or a solicitation of an offer to sell any securities of Wavecom S.A. The terms and conditions of the U.S. Offer are set forth in the U.S. Offer to Purchase dated October 28, 2008 and the related materials, as amended, that Gemalto filed with the U.S. Securities and Exchange Commission (the “Commission”) on Schedule TO. The terms and conditions of the International Offer are set forth in the Note d’Information, as amended, that Gemalto filed with the French Autorité des marchés financiers (the “AMF”), and on which the AMF affixed its visa n° 08-225 on October 24, 2008, in accordance with its conformity decision of October 24, 2008. Wavecom securityholders and other investors are urged to read carefully such offer materials (as updated and amended) prior to making any decisions with respect to the Offers because these documents contain important information, including the terms and conditions of the Offers. Wavecom securityholders and other investors can obtain copies of these tender offer materials and any other documents filed with the Commission from the Commission’s website (www.sec.gov) and with the AMF from the AMF’s website (www.amf-france.org), in each case without charge. Such materials filed by Gemalto will also be available for free at Gemalto’s website (www.gemalto.com).

     Questions and requests for assistance regarding the U.S. offer may be directed to the Information Agent, Georgeson Inc. (the “Information Agent”) (199 Water Street, 26th Floor New York, NY 10038-3650; U.S. Toll Free Number for holders of Wavecom securities in the United States: (800) 257-5271; U.S. Number for banks and brokers: (212) 440-9800). Requests for additional copies of the U.S. offer documents and other materials may be directed to the Information Agent and will be furnished promptly at Gemalto’s expense. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the U.S. Offer.

     The publication or distribution of this news article may be subject to statutory or regulatory restrictions in certain countries. The news article is not addressed to individuals subject to such restrictions, either directly or indirectly. Receipt of this news article does not constitute an offer in countries where a tender offer or an offer of securities would be illegal.

EX-99.A.5.VI

19 November 2008
La Tribune
French
(c) 2008 La Tribune.

Takeover bid: The management rejects the offer price, but Wavecom employees approve of the deal.

The employees’ view is only consultative, but it could have an effect on the hostile takeover bid from Gemalto for Wavecom. Although the board of Wavecom has rejected the smart card manufacturer’s bid on several occasions, the electronic module maker’s employees see things differently. “Provided jobs and technological investment within the company are protected”, the Works Council of Wavecom “believes that the bid made by Gemalto would be favourable to the further expansion of the company”. This position was arrived at after the Gemalto management team had presented their proposals to staff representatives on 24 October. Furthermore, concerned by the decline in the company’s turnover over the past five quarters and the fact that they can discern “no clear strategy from the management team”, the Works Council “was forced to use its right to notify” on 24 September 2008. For Gemalto, the Council’s view makes opposition from the Wavecom board increasingly untenable. All the more so because according to Gemalto, Wavecom was not opposed to the idea of a merger. According to Wavecom’s own statements included in its note, approved by the AMF and published this weekend, in early 2008, the HSBC banking group questioned the management team “on the results of a possible TPI [survey to establish a clearer picture of share ownership – Ed] as part of discussions with a potential partner”. The management team deduced from this “that HSBC would continue to assist it”. Wavecom responds that “there was no proactive action to put the company up for sale”, stressing that these events were merely part of standard commercial relations with the bank.

€822,000 bonus

Further evidence that Wavecom was not averse to the idea of a bid comes in the form of the exceptional €822,000 bonus its CEO, Ronald Black, would receive, “in the event of the acquisition of Wavecom or a change in its control following a public tender offer made at a premium of more than 40% to the market price on the day the offer is submitted.” This feature was “approved” by Wavecom’s Board of Directors on 17 June 2008, some ten days prior to the first official contact with Gemalto Directors. The bonus is in addition to the parachute payment of €1.26m that Wavecom’s CEO would receive were he to be released. The premium offered by Gemalto’s bid was 70%. Wavecom explains that this bonus structure had been under

discussion for several months prior to approval. It adds that in any event, despite the existence of this exceptional bonus, Ronald Black has always argued against accepting the offer due to the low price of €7 per share offered by Gemalto. This is given as evidence that he has defended not his own interests but those of all shareholders. And it is these same shareholders who will now have the final word. The tender offer runs to 15 December. For the time being, Wavecom’s share price (€6.26 yesterday) suggests that the market is undecided. To win the day, Gemalto will need to acquire 50% of the shares. Olivier Pinaud

     This news article is for informational purposes only and is not an offer to buy or a solicitation of an offer to sell any securities of Wavecom S.A. The terms and conditions of the U.S. Offer are set forth in the U.S. Offer to Purchase dated October 28, 2008 and the related materials, as amended, that Gemalto filed with the U.S. Securities and Exchange Commission (the “Commission”) on Schedule TO. The terms and conditions of the International Offer are set forth in the Note d’Information, as amended, that Gemalto filed with the French Autorité des marchés financiers (the “AMF”), and on which the AMF affixed its visa n° 08-225 on October 24, 2008, in accordance with its conformity decision of October 24, 2008. Wavecom securityholders and other investors are urged to read carefully such offer materials (as updated and amended) prior to making any decisions with respect to the Offers because these documents contain important information, including the terms and conditions of the Offers. Wavecom securityholders and other investors can obtain copies of these tender offer materials and any other documents filed with the Commission from the Commission’s website (www.sec.gov) and with the AMF from the AMF’s website (www.amf-france.org), in each case without charge. Such materials filed by Gemalto will also be available for free at Gemalto’s website (www.gemalto.com).

     Questions and requests for assistance regarding the U.S. offer may be directed to the Information Agent, Georgeson Inc. (the “Information Agent”) (199 Water Street, 26th Floor New York, NY 10038-3650; U.S. Toll Free Number for holders of Wavecom securities in the United States: (800) 257-5271; U.S. Number for banks and brokers: (212) 440-9800). Requests for additional copies of the U.S. offer documents and other materials may be directed to the Information Agent and will be furnished promptly at Gemalto’s expense. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the U.S. Offer.

     The publication or distribution of this news article may be subject to statutory or regulatory restrictions in certain countries. The news article is not addressed to individuals subject to such restrictions, either directly or indirectly. Receipt of this news article does not constitute an offer in countries where a tender offer or an offer of securities would be illegal.