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. 5)

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	Jon J. Lyman
Stéphane Sabatier	Willkie Farr & Gallagher LLP
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 12. Exhibits.
SIGNATURE
EX-99.A.5.VIII

     This Amendment No. 5 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. 5 does not modify any of the information previously reported on Schedule TO. Capitalized terms used and not otherwise defined in this Amendment No. 5 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.

     On December 3, 2008, Purchaser issued a press release announcing that it will not raise its bid for Wavecom and that it will inform the AMF of its intention to terminate the International Offer. The press release is attached hereto as Exhibit 99(a)(5)(viii) and incorporated herein by reference. A termination of the International Offer would result in the parallel withdrawal and termination of the U.S. Offer.

Item 12. Exhibits.

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

99(a)(5)(viii) English version of press release, issued December 3, 2008

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: December 3, 2008

GEMALTO S.A.

/s/ Patrick Mouchart

Name: Patrick Mouchart
Title: Chief Executive Officer

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 new 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(a)(5)(vii)	English version of press release, issued December 1, 2008*****
99(a)(5)(viii)	English version of press release, issued December 3, 2008
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.
****	Previously filed on Amendment No. 3 to Schedule TO dated November 24, 2008.
*****	Previously filed on Amendment NO. 4 to Schedule TO dated December 1, 2008.

EX-99.A.5.VIII

Gemalto confirms its intention not to raise its bid for Wavecom

Meudon, 3 December 2008 - Gemalto (Euronext NL0000400653 — GTO), the world leader in digital security, confirms that it will not raise its bid for Wavecom. Gemalto will inform the French Financial Markets Authority (AMF) of its intention to terminate its public tender, in accordance with the timetable of article 232-11 of the AMF General Regulations.

Olivier Piou, Gemalto’s Chief Executive Officer, remarked: “As part of its mid to long-term strategy Gemalto has several options to grow in the M2M market and in others. We do not intend to bid at a price that would not be in the best interests of Gemalto and its shareholders. I wish the best to Wavecom and all its employees.”

********************

Gemalto SA’s offer is the subject of an Offer Document (“Note d’Information”) on which the AMF affixed its visa n° 08-225 on 24 October 2008, in accordance with its conformity decision of 24 October 2008. Gemalto’s Offer Document, as approved by the AMF and the additional press release dated 4 November 2008, as well as information concerning the legal, financial and accounting characteristics of Gemalto S.A. and Gemalto are available on the Gemalto website (www.gemalto.com) and the AMF website (www.amf-france.org) and can be obtained free of charge from:

Gemalto S.A.
6, rue de la Verrerie
92190 Meudon HSBC France
103, avenue des Champs-Elysées
75419 Paris Cedex 08

The circulation, publication or distribution of this press release may be subject to legal or regulatory restrictions in certain countries. This press release is not intended, directly or indirectly, for persons subject to such restrictions. Receipt of this press release does not constitute an offer in a jurisdiction where a tender offer or an offer for securities would be illegal.

This press release 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 security holders 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.

Questions and requests for assistance outside the U.S. may be directed towards Georgeson on the following toll-free number (from France): 00 800 2667 8826.

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

Investor Relations	Emlyn Korengold
Vincent Biraud	TBWA Corporate
M. : +33(0) 6 08 48 33 23	T. : +33 (0) 6 08 21 93 74
vincent.biraud@gemalto.com	emlyn.korengold@tbwa-corporate.com
Corporate Communication
Rémi Calvet
M. : +33(0) 6 22 72 81 58
remi.calvet@gemalto.com

About Gemalto

Gemalto (Euronext NL 0000400653 GTO) is the leader in digital security with 2007 annual revenues of over €1.6 billion, more than 85 offices in 40 countries and about 10,000 employees including 1,300 R&D engineers. In a world where the digital revolution is increasingly transforming our lives, Gemalto’s solutions are designed to make personal digital interactions more convenient, secure and enjoyable

Gemalto provides end-to-end digital security solutions, from the development of software applications through design and production of secure personal devices such as smart cards, subscribers’ identification modules (SIM’s), e-passports and tokens to the deployment of managed services for its customers. More than a billion people worldwide use the company’s products and services for telecommunications, financial services, e-government, identity management, multimedia content, digital rights management, IT security, mass transit and many other applications.

As the use of Gemalto’s software and secure devices increases with the number of people interacting in the digital and wireless world, the company is poised to thrive over the coming years.

For more information, please visit www.gemalto.com.