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AvantGo, Inc.
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Sybase, Inc.
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Filed by Sybase, Inc.
Pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: AvantGo, Inc.
Commission File No.: 000-31561
The following is the text of a joint press release issued by Sybase, Inc.
and AvantGo, Inc. on December 20, 2002:
Paula Dunn
Sybase, Inc.
925-236-8750
paula.dunn@sybase.com
Marsha Ann Marsh
iAnywhere Solutions
978-287-2632
mmarsh@ianywhere.com
Karen Logsdon
AvantGo, Inc.
510-259-4054
klogsdon@avantgo.com
SYBASE SOLIDIFIES MOBILE AND WIRELESS LEADERSHIP WITH ACQUISITION OF AVANTGO
SYNOPSIS:
Sybase, Inc. signed an agreement to acquire AvantGo, Inc., a leading provider
of mobile enterprise software. The company will operate AvantGo under its
iAnywhere Solutions subsidiary.
- Cash transaction valued at approximately $38 million
- Positions iAnywhere Solutions as the leader in the mobile middleware
market
- Extends iAnywhere Solutions' strengths in the wireless market and opens
new opportunities for mobilizing Web content
DUBLIN, Calif. and HAYWARD, Calif. -- December 20, 2002 -- Sybase, Inc.
(NYSE: SY), a leading enterprise infrastructure and integration company, and
AvantGo, Inc. (NASDAQ: AVGO), a leading provider of mobile enterprise software,
today announced that they have signed a definitive agreement for Sybase to
acquire AvantGo in a cash merger valued at approximately $38 million. Sybase
intends to operate AvantGo under its iAnywhere Solutions subsidiary. The
acquisition is expected to be completed during the first quarter of 2003.
The acquisition of AvantGo positions iAnywhere Solutions as the leading player
in the mobile middleware market by combining both companies' market presence
and award-winning technologies. It also expands iAnywhere Solutions' reach into
new wireless opportunities with the addition of AvantGo's offline Web
capabilities and My AvantGo(R) service to the company's portfolio. Together,
iAnywhere Solutions with AvantGo will be
able to offer an end-to-end m-Business platform unrivaled in the industry --
addressing enterprise mobility of Web content, corporate data and applications.
"This acquisition teams the common vision and technologies of two m-Business
leaders," said Terry Stepien, president, iAnywhere Solutions. "Building on our
mobile database leadership, this union will enable iAnywhere Solutions to fuel
new growth and pioneer innovative solutions in the emerging mobile middleware
market."
"We are impressed by the commitment of the Sybase and iAnywhere Solutions
management teams to drive opportunities for our mobile enterprise products and
the My AvantGo service around the world," said David Pratt, president and CEO,
AvantGo. "We believe there is a strong future for our products, customers,
partners and employees with Sybase's significant global strength and
resources."
"Today's announcement is an important part of iAnywhere Solutions' strategic
plans to fuel new growth in the mobile and wireless arena," said John Chen,
chairman, president and CEO, Sybase. "I am excited by the opportunities of the
new combined entity, and am confident in iAnywhere Solutions' ability to
execute on its strategy to drive future growth."
Following the completion of the acquisition, iAnywhere Solutions plans to:
- Open iAnywhere Solutions' leading mobile database to a new audience --
enterprise Web developers.
- Expand the global enterprise reach of AvantGo's products and
applications through Sybase's worldwide channels and robust partner
base of more than 700 embedded database partners.
- Build on the momentum and brand awareness of the My AvantGo service,
which currently has more than seven million registered users.
The acquisition is subject to customary closing conditions, including approval
of AvantGo's stockholders. All executive officers and board members and certain
affiliates holding approximately 25% of AvantGo's outstanding shares have
entered into agreements with Sybase to vote their shares in support of the
merger.
Sybase will hold a conference call and Webcast at 8:00 a.m. PST today (11:00
a.m. EST) to discuss this announcement. To participate in the Webcast, please
go to http://www.companyboardroom.com and enter the Sybase symbol, SY, in the
ticker search box. You can also access the Webcast from http://www.sybase.com
by using the Webcast button/icon on the Sybase, Inc. homepage. You will be
prompted for your name and company name. You must have Windows Media Player
installed on your system to participate in the Webcast. Please allow for time
to download and prepare your system prior to the Webcast.
A replay of the call will be available from 10:00 a.m. PST (1:00 p.m. EST) on
December 20, 2002 for thirty days, concluding on January 20, 2003. To access
the replay dial (800) 642-1687 or (706) 645-9291 and enter the conference ID
which is 7328748. The Webcast
will also be archived for ninety days until March 20, 2003 at
http://www.companyboardroom.com.
About Sybase, Inc.
Sybase pioneers software that integrates platforms, databases and applications.
Sybase solutions create Information Liquidity -- transforming data into economic
value. With Sybase, companies can attain maximum value from their data assets
by getting the right information to the right people at the right time. For
more information, visit the Sybase Web site: http://www.sybase.com.
About iAnywhere Solutions
iAnywhere Solutions, Inc. is the market-leading provider of mobile, embedded
and workgroup databases and mobile middleware solutions that enable anywhere,
anytime access to enterprise information. There are more than seven million
seats of iAnywhere Solutions(R) technology at work in over 10,000 customer sites
worldwide. iAnywhere Solutions is a subsidiary of Sybase, Inc. (NYSE: SY).
Visit www.ianywhere.com for more information.
About AvantGo, Inc.
AvantGo (NASDAQ: AVGO) is a leading provider of mobile enterprise software.
AvantGo delivers mobile customer relationship management (CRM) solutions that
unlock return on investment of popular CRM/SFA systems by driving adoption, and
mobile data collection solutions that improve field productivity and data
accuracy. AvantGo's mobile solutions, which are built on the company's
award-winning enterprise mobile software platform, can be deployed within an
enterprise or delivered through the hosted My AvantGo(R) service, which has more
than seven million registered users. Currently, AvantGo's customers comprise 38
of the Fortune 100, including McKesson Corporation, Ford Motor Company, Cisco,
FedEx and CNN.
Additional Information
In connection with the merger, AvantGo will be filing a proxy statement and
other relevant documents concerning the transaction with the Securities and
Exchange Commission (SEC). STOCKHOLDERS OF AVANTGO 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, AvantGo,
25881 Industrial Boulevard, Hayward, CA 94545 (Telephone: (510) 259-4000). In
addition, documents filed with the SEC by AvantGo 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 AvantGo in
connection with the
transaction, and their interests in the solicitation, will be set forth in a
proxy statement that will be filed by AvantGo with the SEC.
####
- iAnywhere, iAnywhere Solutions and Sybase are registered trademarks of
Sybase, Inc. or its subsidiaries. (R) indicates registration in the
United States of America. AvantGo, My AvantGo and the AvantGo logo are
either registered trademarks or trademarks of AvantGo in the United
States and/or other countries. All other company and product names
mentioned may be trademarks of the companies with which they are
associated.
- FORWARD LOOKING STATEMENTS: Statements concerning the benefits of
Sybase's acquisition of AvantGo, future growth, the completion of the
acquisition and Sybase's plans following completion of the acquisition
are by nature "forward-looking statements" (within the meaning of the
Private Securities Litigation Reform Act of 1995) that involve a number
of uncertainties and risks and cannot be guaranteed. Factors that could
cause actual events or results to differ materially include the risk
that the merger may not be consummated in a timely manner, if at all,
risks regarding employee relations, risks relating to shifts in customer
demand, rapid technologicalchanges, availability and quality of third
party content, competitive factors and unanticipated delays in scheduled
product availability and other risks concerning Sybase and AvantGo and
their respective operations that are detailed in the period filings with
the SEC of Sybase and AvantGo, including their most recent filings on
Form 10-K and Form 10-Q.