SC 14D9/A

As filed with the Securities and Exchange Commission on February 2, 2009

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14D–9

SOLICITATION/RECOMMENDATION STATEMENT UNDER

SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)

WAVECOM S.A.

(Name of Subject Company)

WAVECOM S.A.

(Name of Person(s) Filing Statement)

Shares, nominal value €1.00 each

American Depositary Shares, evidenced by

American Depositary Receipts, each representing one Share

(Title of Class of Securities)

943531103

(CUSIP Number of Class of Securities)

Ronald D. Black

Chief Executive Officer

Wavecom S.A.

3, esplanade du Foncet

92442 Issy-Les-Moulineaux Cedex, France

Tel: +33 1 46 29 08 00

(Name, Address, and Telephone Number of Person Authorized to Receive

Notices and Communications on Behalf of the Person(s) Filing Statement)

Copy to:

Linda Hesse	Daniel Mitz
Renaud Bonnet	Stephen Gillette
Jones Day	Jones Day
120 rue du Faubourg Saint-Honoré	1755 Embarcadero Road
75008 Paris, France	Palo Alto, CA 94303
Tel : +33 1 56 59 39 39	Tel : (650) 739 – 3939

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

This Amendment No. 4 to the Schedule 14D-9 amends and supplements the Schedule 14D-9 originally filed with the Securities and Exchange Commission (the “SEC”) on January 8, 2009 (as amended by Amendment No. 1, 2 and 3 thereto, the “Statement”) by Wavecom S.A. (the “Company”), a French société anonyme. The Statement relates to the tender offer made by Sierra Wireless France SAS (the “Purchaser”), a company organized under the laws of France and an indirect wholly owned subsidiary of Sierra Wireless, Inc., a corporation organized under the laws of Canada (together with its subsidiaries, “Sierra Wireless”), disclosed in a Tender Offer Statement on Schedule TO dated January 8, 2009 (as may be amended or supplemented from time to time, the “Schedule TO”), to purchase (i) Shares, at a price of 8.50 euros per Share including any dividends payable, that are held by holders who reside in the United States, (ii) ADSs held by holders wherever located, at a price equal to the U.S. dollar equivalent of 8.50 euros per Share including any dividends payable, and (iii) OCEANEs held by holders who reside in the United States at a price of 31.93 euros plus unpaid accrued interest (defined in the Schedule TO as the interest accrued but unpaid calculated pro rata from the number of days from the last interest payment date to the day of settlement for the OCEANEs) per OCEANE, in each case, net to the seller in cash (U.S. dollars in the case of the ADSs tendered and euros in the case of Shares or OCEANEs tendered) without interest and net of any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Purchaser’s U.S. Offer to Purchase, dated January 8, 2009 (the “U.S. Offer to Purchase”), the related ADS letter of transmittal, and the related forms of acceptance for Shares and OCEANEs (which, together with the U.S. Offer to Purchase and any amendments or supplements thereto, collectively constitute the “U.S. Offer”).

Except as otherwise indicated, the information set forth in the Statement remains unchanged. Capitalized terms used but not defined herein have the meanings ascribed to them in the Statement.

Item 3. Past Contacts, Transactions, Negotiations and Agreements.

The penultimate paragraph of Item 3(a)(ii) is hereby deleted in its entirety and replaced with the following:

Sierra Wireless approved in the Memorandum of Understanding signed on December 1, 2008 with the Company (see Item 3(d)(i) below), the terms and conditions of the modifications to Dr. Black’s service agreement referred to above and, as a result, undertook to have the new board of directors of the Company which will be put in place following the change in control of the Company (assuming successful completion of the Offers), confirm such modifications. Sierra Wireless has also agreed to present and vote in favor of a resolution substantially similar to that which was to be presented to the December 8, 2008 general and extraordinary shareholders’ meeting (which was adjourned pursuant to the terms of the MOU) at a Company shareholders’ meeting to be convened after completion of the Offers. Approval by the shareholders of the modifications to Dr. Black’s service agreement requires a vote of a majority of the outstanding Shares as of the record date set for such shareholders’ meeting. If the Offers are successfully consummated, Sierra Wireless will have enough votes to approve such modifications.

Item 8. Additional Information.

Item 8 is hereby amended and supplemented by adding the following thereto:

On February 2, 2009, the Company mailed to holders of Shares residing in France a letter regarding the French Offer. An unofficial English translation of such letter is attached as Exhibit 99(a)(16) hereto.

Item 8(e) is hereby deleted in its entirety and replaced with the following:

(e)     Cautionary Note Regarding Forward-Looking Statements.

This Statement contains forward-looking statements which are not historical facts. Such forward-looking statements are based on the beliefs of the Company’s management as well as assumptions made by and information currently available to them. Actual results may vary significantly from those contemplated by these forward-looking statements based on a variety of factors. Words such as “outlook,” “potential,” “emerging,” “growth,” “anticipates,” “expects,” “believes,” “intends,” “plans,” “continuing,” “seeks,” “forecasts,” “estimates,” “goal,” and similar expressions often identify such forward-looking statements. Forward-looking statements include, among other things, all statements regarding the offers for the Shares, ADS, and OCEANEs of the Company, the future of the wireless modem, machine-to-machine communications and other industries, future economic and market conditions, the promise of the Company’s strategic initiatives, the business pipeline, the likelihood of a successful completion of the Offers, the risks involved in integrating the Company with Sierra Wireless, the reaction of the Company’s employees, customers, suppliers, contracting parties and other stakeholders to events surrounding the Offers, projections and assumptions underlying its financial analysis of its value and the Offers, the future value of the Company’s tax assets, the outlook for its future operations, and other expectations, intentions and plans that are not historical fact. The risk factors and uncertainties that may affect the Company’s actual results, performance, achievements or developments are many and include, amongst others, the combined company’s ability to develop, manufacture, supply and market new products that it does not produce today that meet the needs of customers and gain commercial acceptance, its reliance on the deployment of next generation networks by major wireless operators, the continuous commitment of its customers, and increased competition. These risk factors and others are discussed in Sierra Wireless’ and Wavecom’s respective filings and reports, which may be found on SEDAR at www.sedar.com, on EDGAR at www.sec.gov, on the AMF’s website at www.amf-france.org, and in each of their other respective regulatory filings with the Securities and Exchange Commission in the United States, the Provincial Securities Commissions in Canada and the Autorité des marchés financiers in France. Many of these factors and uncertainties are beyond the Company’s control. Consequently, all forward-looking statements in this Statement are qualified by this cautionary statement and are made only as of the date they are made. Forward-looking statements are based on management’s current plans, estimates, projections, beliefs and opinions and the Company does not undertake any obligation to update forward-looking statements should the assumptions related to these plans, estimates, projections, beliefs and opinions change, except as required by law.

Item 8(f) is hereby deleted in its entirety and replaced with the following:

(f)     Where You Can Find More Information.

The Company is subject to the informational requirements of the Exchange Act and in accordance therewith files periodic reports and other information with the SEC relating to its business, financial condition and other matters. Such reports and other information may be inspected at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. Copies of such material can also be obtained at prescribed rates from the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C. 20549, or free of charge at the web site maintained by the SEC at http://www.sec.gov.

Item 9. Exhibits.

Item 9 is hereby amended and supplemented by adding the following thereto:

Exhibit Number	Description
99(a)(16)	Unofficial English translation of a letter, dated January 30, 2009, sent to holders of the Company’s ordinary shares residing in France.

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.

Date: February 2, 2009

	WAVECOM S.A.
BY:	/s/ RONALD D. BLACK
NAME:	RONALD D. BLACK
TITLE:	CHIEF EXECUTIVE OFFICER

EX-99.A.16

Exhibit 99(a)(16)

(Unofficial English translation of letter mailed only to shareholders residing in France. Original in French.)

Paris, January 30, 2009

Dear Sir or Madam,

I am contacting you once again regarding Sierra Wireless France’s French tender offer for Wavecom, in order to ensure that you have received all the information required to reach your decision.

I would like to remind you that Sierra Wireless France is offering to pay €8.50 in cash per ordinary Wavecom share and €31.93 (plus accrued but unpaid interest) for each OCEANE (convertible bond) tendered to the offer. This offer represents a premium of approximately 108% over the Wavecom closing share price on October 3, 2008, which was the last trading day prior to Gemalto’s announcement of its hostile offer for the Company, and, as you may know, it has received the unanimous support of Wavecom’s Board of Directors.

If you have not received all the information needed to make your decision regarding whether to tender your shares, I advise you to contact your financial advisor as soon as possible. You only have a few days left to make a decision: Sierra Wireless France’s French tender offer will expire on February 12, 2009, 5:00 pm (French time).

If you have not already done so, I encourage you to tender your shares to this offer immediately:

¡ You must instruct your financial intermediary to tender your shares to Sierra Wireless France’s offer as soon as possible, and in any event before February 12, 2009 which is the last day for you to tender your shares and OCEANEs into the French offer.

¡ If you tender your ordinary shares, your brokerage expenses for the shares will be reimbursed at 0.2% plus related VAT, up to a maximum of €200 (all tax included) per shareholder.

¡ Settlement for the shares and OCEANEs tendered into the French offer is expected to occur on March 4, 2009, assuming the offer is successful.

I thank you for your attention and your confidence,

Michel ALARD

Chairman of the Board of Directors

Wavecom

For more information, please visit our website:

http://www.wavecom.com/OPA

or dial the following toll free     number (in French): 00 800 5464 5464 WAVECOM S.A. - 3, esplanade du Foncet - 92442 Issy-les-Moulineaux Cedex - France Tel: +33 (0)1 46 29 08 00   Fax: +33 (0)1 46 29 08 08   www.wavecom.com

Copies of the note d’information on the takeover bid launched by Sierra Wireless France for Wavecom approved by the Autorité des marchés financiers (“AMF”) under visa n°09-002 dated January 6, 2009 and of the “other information document” are available on the websites of Sierra Wireless, Inc. (www.sierrawireless.com) and of the AMF (www.amf-france.org) and can be obtained for free from Lazard Frères Banque, 121 boulevard Haussmann, 75008 Paris.

Copies of the note en réponse of Wavecom approved by the AMF under visa n°09-003 dated January 6, 2009 and of the “other information document” are available on the websites of Wavecom (www.wavecom.fr) and of the AMF (www.amf-france.org) and can be obtained for free from Wavecom, 3, esplanade du Foncet, 92442 Issy les Moulineaux, and Merrill Lynch Capital Markets (France) SAS, 112, avenue Kléber, 75761 Paris.

The tender offers described here are being made for the ordinary shares, the American Depositary Shares (“ADSs”) and the convertible bonds (“OCEANEs”) issued by Wavecom. This letter is for informational purposes only and does not constitute 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 France filed with the AMF as described above, or the Tender Offer Statement on Schedule TO Sierra Wireless France 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 French offer documents described above, as applicable, filed by Sierra Wireless, as well as the Schedule 14D-9, and French reply documents described above, as applicable, filed by Wavecom, 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 offer. 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 France will also be available for free at Sierra Wireless, Inc.’s website (www.sierrawireless.com).

This letter contains forward-looking statements which are not historical facts. Such forward-looking statements relate to the combined company’s future business prospects and projected position in the wireless data and M2M markets. 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 France 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 Sierra Wireless’ proposed acquisition of Wavecom may be delayed or may ultimately be unsuccessful. All forward-looking statements are qualified by these cautionary statements and speak only as of the date they are made.

U.S. Holders of any Wavecom securities may not tender into the Offer described in this letter. No ADSs, wherever the holder is located, may be tendered into the Offer described in this letter. 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).