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U.S. Securities and Exchange Commission

Securities Exchange Act of 1934 — Section 14(d)(5)
Rules 14d-7(a)(1), 14d-10(a)(1), 14d-11 and 14d-11(c), (d) and (e)

November 7, 2008

Via Facsimile (011-44-207-696-5455) and U.S. Mail

Jon Lyman
Willkie Farr & Gallagher LLP
1 Angel Court
London EC2R 7HJ
United Kingdom


Cash tender offer by Gemalto S.A. for all Shares, ADSs and Convertible Bonds of Wavecom S.A.

Dear Mr. Lyman:

We are responding to your letter dated November 7, 2008 to the attention of Michele Anderson and Christina Chalk, as supplemented by conversations with the staff. We attach a copy of your letter to avoid having to repeat or summarize the facts you present there. Defined terms we use here have the same meaning as in your letter, unless otherwise noted.

On the basis of your representations and the facts presented in your letter, the United States Securities and Exchange Commission hereby grants exemptions from the following provisions of the Exchange Act and rules thereunder:

  • Rule 14d-10(a)(1) under the Exchange Act. The exemption from Rule 14d-10(a)(1) permits the Purchaser to make the U.S. Offer available to all holders of ADSs and all holders of Shares and OCEANEs located in the United States. The International Offer will be open to all holders of Shares and OCEANEs located outside the United States.
  • Section 14(d)(5) of the Exchange Act. The exemption from Section 14(d)(5) of the Exchange Act permits Purchaser to terminate withdrawal rights after the expiration of the initial offering period as of a date that is both (a) after 60 days from the commencement of the U.S. Offer and (b) during the period following the end of the initial offering period for the Offers during which tenders in the Offers are being "centralized" and counted and until the AMF announces the final results of the Offers.
  • Rule 14d-7(a)(1) under the Exchange Act. The exemption from Rule 14d-7 is to permit certain offer conditions not related to governmental approvals necessary for consummation of the Offers to survive the expiration of the Offers. These offer conditions are trigged if Wavecom adopts measures "modifying its substance" or that cause the Offers to become "irrelevant." As described in your letter, this would include the target selling its material assets. In this regard, we note that the Offers are made on an unsolicited basis and are not made pursuant to an agreement between Purchaser and Wavecom. In addition, the non-regulatory offer condition may be asserted after expiration of the Offers only with the prior approval of the French regulatory authorities.
  • Rule 14d-11 under the Exchange Act. This exemption allows the Purchaser to include a subsequent offering period longer than 20 business days. It is necessary because under French law, the AMF and not the Purchaser establishes the time table for the subsequent offering period. In addition, we note that the Purchaser will provide withdrawal rights during the subsequent offering period.
  • Rules 14d-11(c) and 14d-11(d) under the Exchange Act. The exemption from Rules 14d-11(c) and (d) permits the Purchaser commence a subsequent offering period according to the timetable set by the AMF, as required under French law. We note that under French practice, the subsequent offering period typically begins within a few days after the AMF's publication of the timetable for such period.
  • Rule 14d-11(e) under the Exchange Act. The exemption from Rule 14d-11(e) permits Purchaser to pay for securities tendered during the subsequent offering period within 12-18 French trading days after the expiration of that period, in accordance with French law and practice.

The foregoing exemptions are based solely on the representations and the facts presented in your letter of November 7, 2008, as supplemented by telephone conversations with the Commission staff. The relief provided above is strictly limited to the application of the rule listed above to this transaction. You should discontinue this transaction pending further consultations with the staff if there is a change in any of the facts or representations set forth in your letter.

In addition, your attention is directed to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Section 10(b) and Section 14(e) of the Exchange Act and Rule 10b-5 thereunder. Responsibility for compliance with these and any other applicable provisions of the federal securities laws must rest with the participants in this transaction. The Division of Corporation Finance expresses no view with respect to any other questions the proposed transaction may raise, including, but not limited to, the adequacy of disclosure concerning, and the applicability of any other federal or state laws to, the proposed transaction.

For the Commission,
by the Division of Corporation Finance,
pursuant to delegated authority,

Michele M. Anderson
Chief, Office of Mergers and Acquisitions
Division of Corporation Finance

Incoming Letter:

Incoming Letter 1 and Incoming Letter 2are in Acrobat format.


Modified: 01/16/2008