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. 2)

Wavecom S.A.

(Name of Subject Company (Issuer))

Sierra Wireless France SAS

(Offeror)
an indirect wholly-owned subsidiary of

Sierra Wireless, Inc.

(Parent of Offeror)

(Names of Filing Persons (Identifying Status as Offeror, Issuer or Other Person))

Ordinary Shares, nominal value €1 each
and
American Depositary Shares, each representing one ordinary share

(Title of Class of Securities)

Ordinary Shares (FR0000073066)
American Depositary Shares (943531103)

(CUSIP Number of Class of Securities)

David G. McLennan
Chief Financial Officer
Sierra Wireless, Inc.
13811 Wireless Way
Richmond, BC V6V 3A4
+1 (604) 231-1100

(Name, address (including zip code) and telephone number (including area code) of
person(s) authorized to receive notices and communications on behalf of filing person)

With copies to:

Scott Sonnenblick
Linklaters LLP
1345 Avenue of the Americas
New York, NY 10105
+1 (212) 903-9000 Jocelyn Kelley
Blake, Cassels & Graydon LLP
595 Burrard Street
P.O. Box 49314
Suite 2600, Three Bentall Centre
Vancouver BC V7X 1L3
+1 (604) 631-3300

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

CALCULATION OF FILING FEE

Transaction Valuation (1)	Amount of Filing Fee (2)
U.S.$59,745,021	U.S.$2,348

(1)

Estimated solely for purposes of calculating the filing fee. The Transaction Valuation was calculated on the basis of (i) the offer price of (x) €8.50 for each of the 579,559 ADSs outstanding as of January 5, 2009; (y) €8.50 for each of the 2,849,134 Shares estimated to be held by U.S. holders as of December 15, 2008 within the meaning of Rule 14d-1(d) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (z) €31.93 plus unpaid accrued interest for each of the 462,939 OCEANEs estimated to be held by U.S. holders as of December 15, 2008; 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 January 5, 2009) of $1.36 for one euro. 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 18% of the 15,828,524 outstanding Shares, as of December 15, 2008, and 18% of the 2,571,884 outstanding OCEANEs, as of December 15, 2008, are each held by U.S. holders and that, for purposes of calculating the amount of unpaid accrued interest only, settlement for the OCEANEs will occur on March 5, 2009.

(2)

The amount of the filing fee, calculated in accordance with Rule 0-11 under the Exchange Act and Fee Rate Advisory No. 6 for the fiscal year 2009, equals U.S.$39.30 per U.S.$1,000,000 of transaction valuation.

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: $2,348	Filing Party: Sierra Wireless France SAS
Form or Registration No.: SC TO-T	Date Filed: January 8, 2009

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 issuer tender offer subject to Rule 13e-4.

o going-private transaction subject to Rule 13e-3.

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

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

o Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

þ Rule 14d-l(d) (Cross-Border Third-Party Tender Offer)

     This Amendment No. 2 to Schedule TO amends and supplements the Tender Offer Statement on Schedule TO (as previously amended, the “Schedule TO”) originally filed with the Securities and Exchange Commission on January 8, 2009 by Sierra Wireless France SAS, a société par actions simplifiée organized under the laws of France (“Purchaser”), and an indirect wholly-owned subsidiary of Sierra Wireless, Inc., a Canadian corporation, 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 and/or exchangeable for newly issued or existing Shares by option (obligations à options de conversion et/ou d’échange en actions nouvelles ou existantes) (the “OCEANEs”), through concurrent offers in the United States (the “U.S. Offer”) and France (the “French 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 January 8, 2009 (the “U.S. Offer to Purchase”) and the related ADS letter of transmittal and forms of acceptance for Shares and OCEANEs.

     Except as specifically set forth herein, this Amendment No. 2 does not modify any of the information previously reported on Schedule TO. Capitalized terms used and not otherwise defined in this Amendment No. 2 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.

     On January 23, 2009, an interview conducted by EuroBusiness Media with Jason Cohenour, CEO of Sierra Wireless, Inc., was posted to Wavecom’s website. A transcript of the interview is attached as Exhibit (a)(5)(ii).

Item 12. Exhibits.

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

Exhibit	Exhibit Name
(a)(5)(ii)	Interview transcript, dated January 23, 2009.

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.

Sierra Wireless France SAS
By /s/ Luc Faucher
Name:	Luc Faucher
Title:	President
Date:	January 23, 2009
Sierra Wireless, Inc.
By /s/ David G. McLennan
Name:	David G. McLennan
Title:	Chief Financial Officer
Date:	January 23, 2009

Exhibit	Exhibit Name
(a)(1)(i)	U.S. Offer to Purchase dated January 8, 2009.*
(a)(1)(ii)	Form of ADS letter of transmittal.*
(a)(1)(iii)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (ADSs).*
(a)(1)(iv)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (ADSs).*
(a)(1)(v)	Form of form of acceptance for Shares.*
(a)(1)(vi)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (Shares).*
(a)(1)(vii)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (Shares).*
(a)(1)(viii)	Form of form of acceptance for OCEANEs.*
(a)(1)(ix)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (OCEANEs).*
(a)(1)(x)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (OCEANEs).*
(a)(1)(xi)	Guidelines for Certification of Taxpayer Identification Number (TIN) on Substitute Form W-9.*
(a)(1)(xii)	Summary Advertisement as published in The New York Times on January 8, 2009.*
(a)(2)	Not applicable.
(a)(3)	Not applicable.
(a)(4)	Not applicable.
(a)(5)(i)	Press release, dated January 14, 2009.**
(a)(5)(ii)	Interview transcript, dated January 23, 2009.
(b)	Credit Agreement by and among Parent, Toronto-Dominion Bank, Canadian Imperial Bank of Commerce, TD Securities, and CIBC World Markets, dated December 1, 2008.*
(d)(i)	Memorandum of Understanding between Parent and Wavecom, dated December 1, 2008.*
(d)(ii)	Confidentiality Agreement between Parent and Wavecom, dated October 24, 2008.*
(d)(iii)	Undertaking to tender between Parent and Michel Alard, dated December 1, 2008.*
(d)(iv)	Undertaking to tender between Parent and Aram Hékimian, dated December 1, 2008.*
(g)	Not applicable.
(h)	Not applicable.

*	Previously filed on January 8, 2009
**	Previously filed on January 14, 2009

EX-99.A.5.II

Exhibit (a)(5)(ii)

EuroBusiness Media (EBM): Sierra Wireless is making a friendly take-over offer to acquire Wavecom. Jason Cohenour, welcome. You are the CEO of Sierra Wireless. What are some of the reasons that make Sierra Wireless want to join forces with Wavecom today?

Jason Cohenour (JC): The two companies have known each other very well for the last four years. We believe that we share a lot in common. Both companies were pioneers in the wireless data market when we both started in the year 1993. We both went public in 1999. We’ve known each other as industry peers and even as suppliers, sometimes competitors, in the market. So over time we’ve really built up a healthy mutual respect. And our belief is that together the two companies really do form a global leader in wireless data.

EBM: What exactly is Sierra Wireless offering to Wavecom shareholders?

JC: It’s an all-cash offer, and the offer is €8.50 per share for the equity portion of the company. We’re also offering €31.93 per OCEANE convertible bond. So it’s quite a compelling opportunity. We think it’s a unique opportunity also for Wavecom shareholders to cash in on the intrinsic value of the company, the value that it’s built up over the years, in what is a very tough capital markets situation.

EBM: In your opinion, why is this transaction a good deal for all Wavecom stakeholders?

JC: First, it’s a friendly deal — unlike the previous offer that was made for the company — and our firm belief is that the combined company really will be positioned as a global leader in key growing markets with advanced technology, a compelling product line, an unmatched R&D capability as well. So together we really believe that, as two innovators in the market, it’s a natural match, and we sort of belong together to really drive growth in these key markets. The Board of Directors of Wavecom has unanimously supported the offer. They’ve determined that it’s in the best interest of the company, of the company’s shareholders, and its employees. The Board also believes that it’s a fair value for the company.

EBM: Could you provide us with a timetable of the offer?

JC: Yes, we announced our agreement to acquire Wavecom on December 2nd. The AMF cleared the offer on January 6. The offer opened officially on January 9, 2009, and will be open until February 12. There’s a separate simultaneous offer in the US as well. There’s additional information also on the Wavecom website, as well as the Sierra Wireless website.

EBM: And lastly, is there anything else you would like to add?

JC: There is. On behalf of the Sierra Wireless management team and our Board of Directors, I’d just like to say that we’re really excited about the combination, and I really believe that together these two companies truly do form a global leader in wireless data.

EBM: Jason, Cohenour, CEO of Sierra Wireless, thank you very much.

JC: Thank you.

Copies of the French offer document (visa No. 09-002, dated January 6, 2009) and the document containing the information on other aspects, including the legal, financial and accounting policies of the offeror are available on Sierra Wireless, Inc.’s website, (www.sierrawireless.com) and the AMF’s website (www.amf-france.org) and can be obtained without charge from Lazard Frères Banque, 121 Boulevard Haussmann, 75008 Paris.

The response document of Wavecom (visa No. 09-003, dated January 6, 2009) and the document containing the information on other aspects, including the legal, financial and accounting policies of Wavecom are available on the AMF’s website (www.amf-france.org) and on the Wavecom website (www.wavecom.com/Takeover_bid) and can be obtained without charge from Wavecom, 3, esplanade du Foncet, 92442 Issy les Moulineaux (France), and Merrill Lynch Capital Markets (France) SAS, 112, avenue Kléber, 75761 Paris (France).

The tender offers described herein are being made for the ordinary shares, American depositary shares (the “ADSs”) and convertible bonds (the “OCEANEs”) of Wavecom. This document 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 filed with the French Autorité des marchés financiers (the “AMF”) as a note d’information, or the Tender Offer Statement on Schedule TO Sierra Wireless filed with the U.S. Securities and Exchange Commission (the “SEC”). Wavecom security holders and other investors should read carefully the Tender Offer Statement on Schedule TO and the note d’information, as well as the Schedule 14D-9 and note en réponse Wavecom has filed with the SEC and AMF, respectively, 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. Wavecom security holders and other investors can obtain copies of these tender offer materials and any other documents filed with the AMF from the AMF’s website (www.amf-france.org), and with the SEC, from the SEC’s website (www.sec.gov), in each case without charge. Such materials filed by Sierra Wireless will also be available for free at Sierra Wireless’s website (www.sierrawireless.com).

This document does not constitute an offer to purchase any securities or a solicitation of an offer to sell any securities held by U.S. holders (“U.S. Holders”) (within the meaning of Rule 14d-1(d) of the United States Securities Exchange Act of 1934), nor does it constitute an offer to purchase any ADSs, wherever held, or a solicitation of an offer to sell any ADSs, wherever held.

U.S. Holders of any Wavecom shares and OCEANEs may not tender into the offer described in this document. No ADSs, wherever the holder is located, may be tendered into the offer described in this document. U.S. Holders of shares and OCEANEs, as well as holders of ADSs, wherever the holder is located, may only tender their shares, OCEANEs and ADSs into the corresponding offer that the offeror has initiated in the U.S. (the “U.S. Offer”). More information about the U.S. Offer is available free of charge at the SEC’s website (www.sec.gov).

The replay of this interview contains forward-looking statements which are not historical facts. Such forward-looking statements relate to the combined company’s future business prospects, product lines and R&D capabilities. Actual results may differ significantly from those contemplated by these forward-looking statements due to a variety of factors. Important factors that may cause such differences include, but are not limited to, those described in Sierra Wireless and Wavecom’s filings with the Securities and Exchange Commission in the United States and the Provincial Securities Commissions in Canada. Further risks and uncertainties include, among others, the risk that the future trading price of Wavecom’s stock is likely to be volatile and could be subject to wide price fluctuations; the risk that Sierra Wireless’ proposed acquisition of Wavecom may be delayed or may ultimately be unsuccessful; and the risk that stockholder litigation in connection with Sierra Wireless’ offer, or otherwise, may result in significant costs of defense, indemnification and liability. All forward-looking statements are qualified by these cautionary statements and speak only as of the date they are made.