SC 14D9/A

As filed with the Securities and Exchange Commission on February 9, 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. 7)

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. 7 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 Nos. 1, 2, 3, 4, 5 and 6 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 8. Additional Information.

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

On February 9, 2009, the Company posted on its website a letter dated February 5, 2009 from management to stakeholders concerning the fourth quarter 2008 results, which is attached hereto as Exhibit 99(a)(21) and incorporated herein by reference.

Item 9. Exhibits.

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

Exhibit Number	Description
99(a)(21)	Letter from the Company’s management to stakeholders, dated February 5, 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.

Date: February 9, 2009

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

EX-99.A.21

Exhibit 99(a)(21)

Wavecom Fourth Quarter 2008 Management Letter to Stakeholders

Dear Stakeholders,

2008 was a year of many challenges and important developments for Wavecom. Despite the difficult global economic environment, that impacted our financial results during the fourth quarter and full year 2008, we continued to focus on leveraging our technology leadership in order to introduce innovative products into the M2M marketplace and win new business. However, the most important corporate development in 2008 was our Board of Directors’ decision to unanimously approve the offer by Sierra Wireless to acquire Wavecom.

During the fourth quarter of 2008, Wavecom was the subject of a hostile takeover bid, which proposed €7 per share to our shareholders. Due to the tremendous effort and guidance from our Board of Directors, we successfully defended against this unsolicited and, what we considered to be an undervalued bid, by finding an alternative buyer, Canadian-based Sierra Wireless, who increased the offer to €8.50 per share and €31.93 for our convertible bonds. This new offer, 20% higher for Wavecom’s shares than the previous offer, will remain open until February 12, 2009. At that time, an official count of the shares and convertible bonds tendered will be completed by the French stock market authority (the “AMF”) which is expected to announce the results on February 25, 2009.

To summarize this offer:

• Our Board of Directors has voted unanimously in favor of this offer and is recommending that shareholders tender their shares into this offer

• An independent financial expert provided an evaluation of the bid which concludes it is a fair value for Wavecom security holders

• The founders of Wavecom, who own approximately 21% of the Company, have already agreed to tender all of their shares into the offer

Turning to the business, despite the sharp global economic downturn, fourth quarter revenues were stable to the third quarter at €28 million. The fourth quarter was marked by a number of exceptional items including costs associated with two takeover bids and bad debt provisions relating to two customers. These exceptional items had a significant impact on our overall performance and we realized an operating loss in both the fourth quarter and for the full year 2008.

However, we remain focused on building our business and over the last few months we have continued to win new business and launch new products that position Wavecom for future success.

In early February 2009, we announced a three year co-development contract for an automotive telematics platform based on our wireless technology with Denso, a major Japanese tier one auto supplier for brands like Toyota and Lexus. We received an order for the first 10,000 units in December 2008. Development of this platform has been centered with our CDMA team in the U.S. as Denso’s main customer for telematics targets a rollout primarily in the North American market. Denso’s management expects the wireless solutions telematics features developed jointly with Wavecom to be standard in many new car models in the future.

Also, in January 2008, we launched our M2M Studio along with our subsidiary Anyware Technologies. The M2M studio is a fully integrated suite of development tools for embedded software applications used in industrial wireless devices based on Wavecom Wireless CPU®s. It enables developers to easily create, develop, compile, download, debug and test their applications. The development environment features an easy-to-use graphical user interface (GUI) as well as improved GUI-based documentation. It comes with several new features such as a new Enhanced Build System, a new Wireless CPU® Connector, and a new Software Package Manager for managing Open AT OS, Firmware and Plug-Ins bundles.

Finally, in the fourth quarter 2008 our subsidiary Anyware Technologies was awarded a prize for “productivity” in their collaboration with Airbus on a project called Topcased. Recognized by the France’s IE Club whose members are technology-oriented companies and hosted by MEDEF the leading network of business professionals in France, rewarded “duets” of large companies and small/medium companies that working together demonstrated creation of added value. Topcased is an open source development platform built on Eclipse™ whose aim is to establish a complete development environment for critical embedded systems. The Topcased platform is expected to increase productivity of Airbus and its partners by reducing development costs while at the same time expand the number of engineering tools.

As we begin 2009, there are still many challenges ahead, but we are confident that through the hard work and commitment of all our employees throughout the world and our new partners we are well positioned for future success.

Ron Black

Wavecom Chief Executive Officer

February 5, 2009

This letter contains forward-looking statements which are not historical facts. Such forward-looking statements relate to the 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.

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 SAS filed with the Autorité des marchés financiers (“AMF”) or the U.S. Securities and Exchange Commission (the “SEC”) and you should read carefully the applicable documents listed below 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.

Copies of the note d’information filed by Sierra Wireless France SAS approved by the 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.

Copies of the Tender Offer Statement on Schedule TO filed by Sierra Wireless France SAS and the Schedule 14D-9 filed by Wavecom, with the SEC, are available from the SEC’s website (www.sec.gov), in each case without charge. Such materials filed by Sierra Wireless France SAS will also be available for free at Sierra Wireless’ website (www.sierrawireless.com) and Wavecom’s website at (www.wavecom.com)