To Wavecom Shareholders in View of the Combined Shareholders’ Meeting to Be Held on December 8, 2008: Addition to Proposed ...
01 Diciembre 2008 - 3:05AM
Business Wire
Regulatory News: Wavecom (Paris:AVM) (NASDAQ:WVCM) confirms to its
shareholders the agenda for the combined general and extraordinary
shareholders� meeting to be held on December 8, 2008 at 10 A.M. The
resolutions proposed by the Board of Directors published in the
notice calling the shareholders� meeting which appeared in the
Bulletin des annonces l�gales obligatoires (the �BALO�) No. 141 on
November 21, 2008 will be submitted to the shareholders on December
8, 2008. In addition, shareholders are informed that, in accordance
with the provisions of article L.2323-67 of the French labor code,
the Company�s workers� council requested that the combined
shareholders� meeting to be held on December 8, 2008 vote on two
additional resolutions. The first resolution added by the workers�
council to the agenda of the shareholders� meeting seeks to reject
the special distribution of one (1) euro per share out of the
additional paid-in capital proposed by the Board of Directors to
the shareholders. The second resolution proposed by the workers�
council aims to remind the Board of Directors of its duty to ensure
the appropriateness of the compensation policy for the chief
executive officer given, in particular, the economic situation of
the Company, the corporate interest and applicable law. These two
resolutions fall within the competence of the general shareholders�
meeting and, as a result, will be added to the proposed resolutions
that will be submitted to Wavecom shareholders on December 8, 2008.
There were no other resolutions added to the agenda of the Wavecom
shareholders� meeting to be held on December 8, 2008. A supplement
to the notice calling the shareholders� meeting published in the
BALO on November 21, 2008 which reproduces the text of the
resolutions proposed to Wavecom shareholders by the workers�
council will be published in the BALO on December 1, 2008. This
notice will also be available on the BALO�s website
(www.journal-officiel.gouv.fr/balo/index.php) as well as on
Wavecom�s website (www.wavecom.com). The Board of Directors will
provide its opinion on the resolutions submitted to the
shareholders in its report to the shareholders� meeting which will
be made available to the shareholders today, in accordance with the
applicable regulations. 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, the promise of Wavecom�s strategic
initiatives, Wavecom�s business pipeline, reaction of Wavecom�s
employees, customers, suppliers, contracting parties and other
stakeholders to events surrounding the Offer, 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 r�ponse� and its
Solicitation/Recommendation Statement on Schedule 14D-9, as
amended, as they contain important information. The �Note en
r�ponse� 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.
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