Michael Bay says a lot of things. Remember how he said nobody had ROTF's script besides himself and a few other movie production people (how did he expect Hasbro and its accompanying subsidiaries and licensees to be able to make merchandise without the script?)? Remember how he said in Empire (the magazine) that Megatron was not coming back and that any ROTF Megatron tank toy was just a toy?

While there's always a chance deals can fall through (though it's extremely unlikely this late in the game), Soundwave has already appeared in robot mode in the DOTM prequel comics, with a Mercedes logo on his chest.