SC 14D9/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14D-9/A

SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

WiderThan Co., Ltd.

(Name of Subject Company)

WiderThan Co., Ltd.

(Name of Person(s) Filing Statement)

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

(Title of Class of Securities)

Common Shares, par value (Won) 500 per share

(Title of Class of Securities)

The Common Shares, which are not traded on U.S. markets,
have not been assigned a CUSIP number

The CUSIP number for the related American
Depositary Shares is 967593 10 4

(CUSIP Number of Class of Securities)

WiderThan Americas, Inc.
519 Eighth Avenue, 2^nd Floor
New York, New York 10018
Attention: Dan Nemo, Senior Vice President and General Counsel
(212) 391-6668

(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement)

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

     This Amendment No. 3 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 initially filed with the Securities and Exchange Commission, which we refer to as the SEC, on September 29, 2006, which, as previously filed with the SEC and as the same may be amended or supplemented from time to time, we refer to as the Schedule 14D-9, by WiderThan Co., Ltd., a chusik hoesa organized under the laws of the Republic of Korea, which we refer to as WiderThan or the company, relating to the tender offer made by RN International Holdings, B.V., which we refer to as the offeror and which is a besloten vennootschap and an indirect wholly-owned subsidiary of RealNetworks, Inc., a Washington corporation, which we refer to as RealNetworks or the buyer, as set forth in the Tender Offer Statement filed by offeror and RealNetworks on Schedule TO, dated September 29, 2006, which, as previously filed with the SEC and as the same may be amended or supplemented from time to time, we refer to as the Schedule TO, to purchase all of the outstanding company securities at a price of $17.05 per company security, net to the seller in cash without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 29, 2006, and in the related letter of transmittal. Any capitalized terms used and not otherwise defined herein shall have the meaning ascribed to such term in the Schedule 14D-9.

     All information in the Schedule 14D-9 is incorporated in this Amendment No. 3, except that such information is hereby amended and supplemented to the extent specifically provided herein.

Item 8. Additional Information.

     Section 8 is hereby amended and supplemented by adding the following:

“On October 23, 2006, the company issued a press release announcing its intention to voluntarily terminate its listing of its ADSs on the NASDAQ Global Market. The press release is filed as an exhibit hereto.”

Item 9. Exhibits.

     Item 9 of the Schedule 14D-9 is amended and supplemented by adding the following:

"(a)(12) Press Release issued by the Company on October 23, 2006.”

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.

By:	/s/ Dan Nemo
	Name:	Dan Nemo
	Title:	Senior Vice President and General Counsel

Dated: October 23, 2006

EX-99.(A)(12)

Exhibit (a)(12)

NEWS
For Immediate Release

Investor Contact
Tania Almond
WiderThan
571-521-1080
ir@widerthan.com

WiderThan Announces Intention to Voluntarily Terminate its Listing of
its American Depositary Shares on the NASDAQ Global Market

Seoul, South Korea — October 23, 2006 — WiderThan Co., Ltd. (NASDAQ: WTHN), has entered into a Combination Agreement, dated September 12, 2006, with RealNetworks, Inc. and RN International Holdings B.V. Pursuant to that Combination Agreement, RN International Holdings B.V., an indirect wholly owned subsidiary of RealNetworks, has made a cash tender offer to purchase all of the issued and outstanding Common Shares, par value (Won) 500 per share of WiderThan and all of the issued and outstanding WiderThan American Depositary Shares, as evidenced by American Depositary Receipts representing one Common Share (“ADSs”), in each case at a price of U.S. $17.05 per security (the “Offer”).

Following the initial closing of the Offer, which we expect to occur at midnight, New York City Time, on Friday, October 27, 2006 or, in the event that RN International Holdings extends the Offer or provides a subsequent offering period, pursuant to the Combination Agreement, the later of the date set as the closing date for such extension or the subsequent offering period, if any, WiderThan intends to voluntarily terminate its listing of its ADSs on The Nasdaq Global Market (“NASDAQ”).

In accordance with NASDAQ Marketplace Rule 4380(b)(1) and Rule 12d2-2(c) of the Securities Exchange Act of 1934, as amended, WiderThan has notified NASDAQ that (i) RN International Holdings intends to close the Offer on or about midnight, New York City Time, on Friday, October 27, 2006, which date may be extended by RN International Holdings pursuant to the Combination Agreement, or which may be followed by a subsequent offering period, and (ii) WiderThan intends to file with the Securities and Exchange Commission on the first business day following the close of the Offer, or if RN International Holdings provides for a subsequent offering period, on the first business day following the end of the subsequent offering period, a Form 25 requesting that NASDAQ terminate the listing of its ADSs. Subject to the Offer closing not being extended and no subsequent offering period being conducted, on Monday, October 30, 2006, WiderThan will file the Form 25.

Please note that the filing of the Form 25 with the Securities and Exchange Commission and the subsequent delisting of the ADSs from NASDAQ shall take place only upon the closing of the Offer and any subsequent offering period.

About WiderThan

WiderThan is a leading provider of integrated mobile entertainment solutions for wireless carriers. Our applications, content and services enable wireless carriers to provide a broad range of mobile entertainment, such as ringback tones, music-on-demand, mobile games, ringtones, messaging and information services, to their subscribers. WiderThan currently provides mobile entertainment solutions to more than 50 wireless carriers in over 25 countries, including SK Telecom in Korea, Cingular Wireless, Sprint Nextel, T-Mobile USA and Verizon Wireless in the United States, Bharti Airtel in India and Globe Telecom in the Philippines.

Forward-Looking and Cautionary Statements

Any statements in this announcement about the future expectations, plans or prospects of WiderThan, including statements containing the words “believe,” “plan,” “anticipate,” “expect,” “estimate,” “will” and similar expressions, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including factors described in WiderThan’s annual report on Form 20-F for the year ended December 31, 2005. These factors include the fluctuations of revenues and earnings, our reliance on SK Telecom to generate a majority of revenues and as a partner to develop and test services, the fact that the markets in which we operate are highly competitive, the challenges of global expansion, the lack of any contractual obligation for our carrier

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customers to use our services, the fact that a substantial portion of our revenues are subject to pricing decisions of carrier customers, the consolidation among our potential customer base, the dynamics of the wireless carrier markets in which our largest potential customers compete with one another, the fact that our carrier customers could begin developing and/or providing some or all of our carrier application services on their own, our dependence on ringback tone service for a significant portion of our revenue, potential increases in royalty rates payable to music label companies, currency exchange rate fluctuations, maintaining an effective system of internal controls and complying with regulations required by the telecom industry and in Korea. The forward-looking statements included in this announcement represent WiderThan’s view as of the date of this release. WiderThan anticipates that subsequent events and developments may cause WiderThan’s views to change. These forward-looking statements should not be relied upon as representing WiderThan’s views as of any date subsequent to the date of this announcement.

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