Regulatory News:
Wavecom (Paris:AVM) (NASDAQ:WVCM), a leading provider of embedded
wireless technology for M2M communication, remains confident in the
future prospects of the M2M market, the ability of Wavecom to retain and
develop its role as a leading player in this market and reiterates its
opposition to the hostile takeover bid from Gemalto.
Gemalto’s public communications in the last 48 hours (notably
interviews given by Olivier Piou on November 18 on BFM radio and to
Reuters) contain information including inaccuracies which, in the
interest of Wavecom’s shareholders, need to be corrected.
Gemalto’s offer cannot be lowered
In his interview with Reuters, Olivier Piou stated regarding the Offer
price of Gemalto: "I could have lowered it on the back of the poor Q3
results and I could have lowered it because of the fall in the stock
market”.
Wavecom is surprised by this comment, because the irrevocability
principle for offers in France does not allow the lowering of the price
of a public offer in the circumstances stated above.
Gemalto is trying to buy Wavecom at a price, which is not considered
by the Board to be attractive
In its Schedule 14D-9 (as amended, filed with the US Securities and
Exchange Commission) and its response document ("Note en Réponse” as
declared conform by the Autorité des Marchés Financiers (the "AMF”) on
November 13, 2008), Wavecom’s Board demonstrates the undervaluation of
Gemalto’s Offer.
For example, Wavecom considers that Gemalto’s Offer is not attractive
since it represents a discount of 23% to 37% to the Company’s implied
valuation range of 9.1 euros to 11.1 euros per share based on the
multiples paid in the Siemens Wireless Modules transaction1
(by far the most comparable transaction, see Wavecom’s "Note en Réponse”
p20).
Given the above, the statement from Olivier Piou on BFM radio, relative
to the current Offer of 7 euros per share, that Wavecom shareholders
should "take it or leave it”, is illustrative of a close-minded attitude
towards Wavecom and its shareholders. Wavecom regrets that Gemalto has
chosen to go down this unconstructive path.
Wavecom is surprised by the comments of Olivier Piou on Wavecom
strategy and positioning
Thanks to its overall strategy, Wavecom has achieved one of its
corporate goals by becoming a widely-recognised leader in its chosen
field of M2M communications and is well-positioned to take full
advantage, in the best interests of all stakeholders, of the future and
exciting prospects of the market.
Given that Gemalto has itself decided to acquire Wavecom and recognised
Wavecom’s role as "one of the main suppliers of smart technology” with
"a clear strategy aiming at significantly developing its services
offering”, taking advantage of a "strategic position on a market with
strong growth potential” (Gemalto Information Document as declared
conform by the AMF on October 24), Wavecom considers Olivier Piou’s
recent remarks regarding Wavecom’s strategy to be unnecessarily
argumentative and in contradiction with Gemalto’s previous statements.
Ronald Black, Wavecom CEO concluded "I am surprised and disappointed
in Gemalto’s tone in its recent communication and it is within my
mandate as CEO and Board Member of Wavecom to work toward delivering
more value to our shareholders than Gemalto’s current offer.”
Wavecom – the wireless M2M experts
Wavecom is a leading provider of embedded wireless technology for M2M
(machine-to-machine) communication. We provide a range of GSM/GPRS,
CDMA, EDGE and 3G Wireless CPUs; programmable processors which also act
as wireless modules or wireless modems. These are backed by a C and
Lua-based cellular wireless software suite which includes a real-time
operating system (RTOS), a software development environment based on
Eclipse™, and several Plug-Ins (GPS, TCP/IP, security, Bluetooth™, Lua
script and more). We also offer a wide range of professional and
operated services. Our solutions are used for automotive telematics,
smart metering, fleet management, GSM/GPS/satellite tracking, wireless
alarms, wireless POS (point of sales), WLL (fixed voice), remote
monitoring and many other M2M applications.
Founded in 1993 and headquartered in Issy-les-Moulineaux (France)
near Paris, Wavecom has subsidiaries in Hong Kong (PRC), Research
Triangle Park, NC (USA), Farnborough (UK), Munich (Germany) and Sao
Paolo (Brazil). Wavecom is publicly traded on Euronext Paris (Eurolist)
in France and on the Nasdaq (WVCM) exchange in the U.S.
http://www.wavecom.com
This press release contains forward-looking statements within the
meaning of Section 27A of the U.S. Securities Act of 1933 and Section
21E of the U.S. Securities Exchange Act of 1934, which are not
historical facts. Such forward-looking statements are based on the
beliefs of Wavecom’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 in this press release include,
without limitation, statements regarding the future of the M2M industry,
the SIM card industry and other industries, future economic and market
conditions, the future performance of Wavecom and Gemalto, the promise
of Wavecom’s strategic initiatives, Wavecom’s business pipeline,
projections and assumptions underlying Wavecom’s financial analysis of
its value and the offer, and the future value of Wavecom’s tax assets.
All forward-looking statements are qualified by these cautionary
statements and are made only as of the date they are made. Important
factors that may cause such differences include, but are not limited to,
those described in Wavecom's Annual Report on Form 20-F for the fiscal
year ended December 31, 2007, in the sections entitled "Item 3. Key
Information – Risk Factors” and "Item 5. Operating and Financial Review
and Prospects.”
Further risks and uncertainties associated with Gemalto’s unsolicited
proposal to acquire Wavecom include: the risk that key employees may
pursue other employment opportunities due to concerns as to their
employment security with Wavecom; the risk that the acquisition proposal
will make it more difficult for Wavecom to execute its strategic plan
and pursue other strategic opportunities; the risk that the future
trading price of our common stock is likely to be volatile and could be
subject to wide price fluctuations; the risk that Wavecom may be unable
to secure superior value as a stand-alone company or by pursuing other
strategic alternatives; and the risk that stockholder litigation in
connection with the Gemalto's unsolicited proposal, or otherwise, may
result in significant costs of defense, indemnification and liability.
All forward-looking statements are qualified by these cautionary
statements and are made only as of the date they are made.
Wavecom shareholders are urged to read Wavecom's "Note en réponse”
and its Solicitation/Recommendation Statement on Schedule 14D-9 as they
contain important information. The "Note en réponse” and the
Solicitation/Recommendation Statement and other public filings made from
time to time by the Company are available without charge from,
respectively, the AMF’s website at www.amf-france.org
or the SEC's website at www.sec.gov,
and at www.wavecom.com.
1 Source: estimates of the transaction value from
Mergermarket : « an undisclosed consideration estimated to be in the
range of EUR 150 to 200m »