UNITED STATES |
SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549 |
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SCHEDULE 14A |
(Rule 14A-101) |
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INFORMATION REQUIRED IN PROXY STATEMENT |
SCHEDULE 14A INFORMATION |
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Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. ) |
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Filed by the Registrant ý |
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Filed by a Party other than the Registrant o |
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Check the appropriate box: |
o | Preliminary Proxy Statement |
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
o | Definitive Proxy Statement |
o | Definitive Additional Materials |
ý | Soliciting Material Pursuant to §240.14a-12 |
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EXTENDED SYSTEMS INCORPORATED |
(Name of Registrant as Specified In Its Charter) |
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
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Payment of Filing Fee (Check the appropriate box): |
ý | No fee required. |
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| (1) | Title of each class of securities to which transaction applies: |
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| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
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| (4) | Proposed maximum aggregate value of transaction: |
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Filed by Extended Systems Incorporated Pursuant to
Rule 14a-12 Under the Securities Exchange Act of 1934
Subject Company: Extended Systems Incorporated
Commission File No.: 000-23597
The following is a letter sent by Extended Systems Incorporated late on August 1, 2005 to its Advantage customers in connection with the merger and other transactions contemplated by the Agreement and Plan of Merger, dated July 28, 2005, by and among Sybase, Inc, Ernst Acquisition Corporation and Extended Systems Incorporated. Foreign language translations may also be prepared for certain customers.
August 1, 2005
Dear Advantage Customer,
We would like to inform you of an important event in Extended Systems’ future. On Friday, July 29, Sybase, Inc. (NYSE: SY) announced that it signed a definitive agreement to acquire Extended Systems. The transaction is subject to regulatory approval, Extended Systems stockholder approval, as well as other specified closing conditions and is expected to close in the fourth quarter of the 2005 calendar year. Following the closing of the proposed acquisition, Extended Systems will become a wholly owned subsidiary and will be positioned as part of Sybase’s iAnywhere Solutions subsidiary.
We look forward to the release of the highly anticipated version 8.0 beta in September and full release in November. We are proud of what Advantage Database Server products have to offer Sybase’s mobile and embedded database business, and believe these products are among the reasons we were attractive to Sybase.
Until the merger closes, it’s business as usual. We sincerely thank you for your business and look forward to a continued relationship with you.
Sincerely,
The Advantage Team
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Q: Why is Sybase acquiring Extended Systems?
A: Sybase and Extended Systems believe this proposed acquisition is in the mutual interest of both companies, and both are expected to benefit from the combination of the people, products, expertise, and customer bases. Following the closing of the proposed acquisition, Extended Systems will become a part of iAnywhere, Sybase’s subsidiary that is focused on delivering mobile and embedded software solutions. Sybase is convinced that Extended Systems’ device mobility and enterprise mobile business is a key element for executing Sybase’s strategy of enabling the “Unwired Enterprise”. The concept of an Unwired Enterprise is that companies can manage and mobilize information from the data center to the point of action to securely deliver information anytime, anywhere. In addition, Extended Systems’ Advantage products are expected to strengthen Sybase’s mobile and embedded database business by bringing a strong customer base and knowledge of Delphi developers into iAnywhere.
Q: What are the synergies between the two companies?
A: Both companies have a strong footprint in the mobile market place. Sybase has built a strong mobile offering through both organic growth and acquisition of mobile players such as iAnywhere, Xcellenet and AvantGo. Sybase was listed as the leader in the mobile middleware space in IDC’s Worldwide Mobile Middleware report for 2004. Extended Systems has also consistently ranked very high on leadership grids for the mobile marketplace by building an impressive customer base with particular strength in Western Europe. Combining the technologies and expertise in mobility will enhance the position of the combined offering long term.
Q: What is Sybase’s long-term business goal and how does Extended Systems fit in?
A: Sybase’s long-term mission has been clearly stated: to enable customers of all sizes to realize the “Unwired Enterprise”—where information flows freely and securely within an organization, whether workers conduct business inside the office or on the road. Sybase is fully executing that mission, and the Extended Systems acquisition is expected to provide Sybase’s customers with an essential technology platform to expand the role of synchronization and messaging in large-scale deployments. Following the closing of the proposed acquisition, Sybase looks forward to integrating the companies’ respective technologies, to welcoming members of the Extended Systems family to Sybase, and to sustaining Sybase’s position in the mobile enterprise software space.
Q: How will Extended Systems’ customer base be affected?
A: Until the transaction closes, it is business as usual for Extended Systems and its customers. Sybase plans to maintain a sharp customer focus throughout this integration and will seek to provide, following the closing of the proposed acquisition, a seamless convergence of existing Sybase and Extended Systems products and services – and to delivering unparalleled customer service and support.
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Additional Information and Where to Find It
In connection with the merger, Extended Systems has agreed to file a proxy statement and other relevant documents concerning the transaction with the Securities and Exchange Commission (SEC). STOCKHOLDERS OF EXTENDED SYSTEMS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders can obtain free copies of the proxy statement and other documents when they become available by contacting Investor Relations, Extended Systems, 5777 North Meeker Avenue, Boise, Idaho 83713 (Telephone: 800-235-7576 ext. 6276). In addition, documents filed with the SEC by Extended Systems will be available free of charge at the SEC’s web site at http://www.sec.gov.
Information regarding the identity of the persons who may, under SEC rules, be deemed to be participants in the solicitation of stockholders of Extended Systems in connection with the transaction, and their interests in the solicitation, will be set forth in a proxy statement that will be filed by Extended Systems with the SEC.
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