Exhibit 99.1
SOFTWARE.COM AND PHONE.COM TO MERGE,
CREATING THE LEADING PROVIDER OF
SOFTWARE FOR COMMUNICATIONS SERVICE
PROVIDERS WORLDWIDE
Cisco Systems Senior Executive Donald Listwin to
Become President and CEO; Alain Rossmann to Remain
Chairman of Board and be Executive Vice President; John
MacFarlane to be Executive Vice President
Merged Company will be Strongly Positioned to Benefit
from Explosive Growth of Wireless Internet and Unification
of Communications Networks over IP-Based Infrastructure
REDWOOD CITY AND SANTA BARBARA, Calif., (August 09, 2000) --
Phone.com, Inc. (NASDAQ: PHCM), a leading provider of wireless
Internet infrastructure and application software, and Software.com,
Inc. (NASDAQ: SWCM), a leading provider of Internet infrastructure
software for wireline and wireless service providers, today announced
they will merge to create a global powerhouse that will provide a
broad range of carrier-class software to wireless and wireline
carriers, portals and Internet service providers. The merged company
will be led by the exiting Cisco Systems Executive Vice President
Donald J. Listwin as President and Chief Executive Officer, Alain
Rossmann as Executive Vice President and Chairman of the Board of
Directors, and John L. MacFarlane as Executive Vice President.
Under the terms of the definitive merger agreement unanimously
approved by the Boards of Directors of both companies, shareholders of
Phone.com and Software.com will each own approximately 50 percent of
the combined company. Each Software.com shareholder will be entitled
to receive 1.6105 Phone.com shares for each of their shares of
Software.com. The merger is expected to be accounted for as a pooling
of interests and is intended to be tax-free to shareholders of both
companies.
The merged company will be the premier provider of highly scalable
infrastructure and application software enabling the delivery of
email, voicemail, unified messaging, directory, and wireless Internet
access for IP-based networks. The combined company expects to benefit
from significant cross-sell and up-sell opportunities through its
existing relationships with more than 140 major communications service
providers worldwide. The combined global customer base includes the
industry's largest service providers: AT&T, SprintPCS, Nextel, Verizon
Wireless, British Telecom, KDD and DDI, Telecom Italia, Excite@Home,
PSINet, Telstra, Telcell, GTE.net Services, Time Warner's Road Runner,
Telefonica, Deutsche Telekom, Mannesmann, and BellSouth. On a pro
forma combined basis through June 30, 2000, the companies reported
trailing twelve-month revenues of over $146 million, $94 million of
deferred revenue and cash, cash equivalents and short term investments
position of over $500 million, creating a powerful platform for
further growth.
Donald J. Listwin, who will be President and Chief Executive Officer,
will join the merged company from Cisco Systems, where he has led
service provider and consumer lines of business and has been
responsible for developing Cisco's Internet technology and services
for telecommunications companies. Alain Rossmann, Chairman and Chief
Executive Officer of Phone.com, will be Executive Vice President and
Chairman of the Board of Directors of the combined company. John L.
MacFarlane, Chief Executive Officer of Software.com, will serve as
Executive Vice President of the combined company, and Alan J. Black,
Chief Financial Officer of Phone.com, will be Chief Financial Officer
of the merged company. The Board of Directors of the merged company
will consist of Listwin, Rossmann, MacFarlane, Reed E. Hundt, Senior
Advisor at McKinsey & Company, Inc. and former Chairman of the Federal
Communications Commission, Bernard Puckett, former Senior Vice
President of IBM Corporation, and Roger Evans, General Partner of
Greylock Limited Partners. The Company will be headquartered in
Redwood City, California.
"I am thrilled by the opportunity to join forces with Alain and John
to lead this powerful combined company," said Donald J. Listwin. "This
strategic merger brings together two dynamic and innovative companies
with tremendous track records for providing reliable, highly-scalable
infrastructure software to communication providers worldwide.
Together, Phone.com and Software.com create a powerfully positioned
global software company poised to drive and benefit from the
unification of service offerings by IP-based communications service
providers."
"We are extremely excited to be joining forces with Software.com in
this compelling strategic combination and to have Don join us at the
merged company," said Alain Rossmann. "Don brings a tremendous track
record for driving growth at Cisco and more than 20 years of
experience in the networking industry. With his vision and experience,
Don is the ideal person to grow and expand the business of the merged
company. The merged company will be strongly positioned to capitalize
on the explosive growth of the wireless Internet."
"With highly complementary customers, product lines and business
models, we will leverage significant cross-sell and up-sell
opportunities over a broad portfolio of software products, including
unified messaging, mobile mail, directory services, wireless Internet
access gateways, voice processing, synchronization and instant
messaging," said John L. MacFarlane. "Our customers will benefit from
the combined company's IP-based infrastructure, unified platform and
its unparalleled ability to operate across all standards.
Additionally, by bringing together the industry's top talent under one
roof, we will have an unmatched ability to innovate and bring new
products to market."
"BT is leading the unification of communication services. The combined
company is uniquely positioned to provide the products, applications
and services to capture this new market," said Kent Thexton, President
of BT Global Mobile Internet. "We do business with each of these
companies today. We look forward to working with the merged company to
build the future of communication services."
Mr. Tadashi Onodera, Executive Vice President of DDI Corporation,
stated, "Japan's wireless Internet market is the fastest growing in
the world. The merged company's unique ability to provide
carrier-class, highly scalable software is instrumental to succeeding
in this market."
The transaction is expected to close by calendar year-end 2000 subject
to approval of Phone.com and Software.com shareholders and customary
closing conditions including obtaining necessary regulatory approvals.
The name of the combined company will be announced at that time.
In connection with approving the transaction, the Board of Directors
of each company also adopted a Stockholder Rights Plan in which rights
will be distributed as a dividend at the rate of one Right for each
share of common stock of each company held by stockholders of record
as of the close of business on August 18, 2000, with respect to
Phone.com and August 24, 2000 with respect to Software.com. Under the
Stockholder Rights Plan adopted by each company, the Rights generally
will be exercisable only if a person or group acquires beneficial
ownership of 15 percent or more of the company's common stock or
commences a tender or exchange offer upon consummation of which such
person or group would beneficially own 15 percent or more of the
company's common stock.
About Phone.com
Phone.com is a leading provider of software, applications, and
services that enable the delivery of Internet-based information and
voice services to mass-market wireless telephones. Using its software,
wireless subscribers have access to Internet- and corporate
intranet-based services, including e-mail, news, stocks, weather,
travel and sports. In addition, subscribers have access via their
wireless telephones to network operators' intranet-based telephony
services, which may include over-the-air activation, call management,
billing history information, pricing plan subscription and voice
message management. Phone.com is headquartered in Silicon Valley,
California and has regional offices in Boston, Belfast, Copenhagen,
Hong Kong, London, Madrid, Mexico City, Paris, Seoul, Tokyo and
Washington, D.C. Visit www.phone.com for more information.
About Software.com
With more than 116 million seats licensed, Software.com is a leading
supplier of carrier-scale Internet infrastructure software for
communication service providers worldwide. Software.com provides the
scalable platform that enables service providers to deploy
next-generation business and consumer Internet services, including
email, IP unified messaging, mobile mail and mobile instant messaging.
In addition, Software.com has established strategic relationships with
Cisco Systems, Hewlett-Packard, IBM, Nortel Networks and Telcordia
Technologies (formerly Bellcore). Founded in 1993, with headquarters
in Santa Barbara, California, the company has regional operations in
the U.K., Germany, the Netherlands, Japan, China and Australia. Visit
www.software.com for more information.
Cautionary Note Regarding Forward Looking Statements This release
contains forward-looking statements relating to the development of
Phone.com's and Software.com's products and services and future
operating results that are based upon the current expectations and
beliefs of the management of Phone.com and Software.com and are
subject to certain risks and uncertainties that could cause actual
results to differ materially from those described in the forward
looking statements. In particular, the following factors, among
others, could cause actual results to differ materially from those
described in the forward-looking statements: failure of the
transaction to close due to the failure to obtain required regulatory
or stockholder approvals; difficulties associated with successfully
integrating Phone.com's and Software.com's businesses and
technologies; costs related to the merger; failure of the combined
company to retain and hire key executives, technical personnel and
other employees; failure of the combined company to manage its growth
and the difficulty of successfully managing a larger, more
geographically dispersed organization; failure of the combined company
to successfully manage its changing relationships with customers,
suppliers, value added resellers, and strategic partners; failure of
the combined company's customers to accept new product offerings; and
failure to achieve anticipated synergies in the merger. Other factors
that could affect the combined company's actual results include the
progress and costs of the development of its products and services and
the timing of market acceptance of those products and services.
For a detailed discussion of these and other cautionary statements,
please refer to each company's respective filings with the Securities
and Exchange Commission, including, where applicable, their most
recent filings on Form 10-K and 10-Q, both companies registration
statements on Form S-1, as amended, and the joint proxy
statement/prospectus to be filed by the companies as described below.
Phone.com's and Software.com's filings with the SEC are available to
the public from commercial document retrieval services and at the Web
site maintained by the SEC at www.sec.gov.
Where You Can Find Additional Information:
Investors and security holders of both Phone.com and Software.com are
advised to read the joint proxy statement/prospectus regarding the
proposed merger when it becomes available because it will contain
important information about the transaction. The joint proxy
statement/prospectus will be filed with the Securities and Exchange
Commission by Phone.com and Software.com. Investors and security
holders may obtain a free copy of the joint proxy statement/prospects
when it is available and other documents filed by Phone.com and
Software.com with the Securities and Exchange Commission at the
Securities and Exchange Commission's Web site at www.sec.gov. The
joint proxy statement/prospectus and these other documents may also be
obtained for free from Phone.com or Software.com.
Phone.com and its executive officers and directors may be deemed to be
participants in the solicitation of proxies from Phone.com's
stockholders with respect to the transactions contemplated by the
merger agreement. Information regarding such officers and directors is
included in Phone.com's Proxy Statement for its 1999 Annual Meeting of
Stockholders filed with the Securities and Exchange Commission on
October 28, 1999. This document is available free of charge at the
Securities and Exchange Commission's Web site at www.sec.gov and from
Phone.com.
Software.com and its executive officers and directors may be deemed to
be participants in the solicitation of proxies from stockholders of
Software.com with respect to the transactions contemplated by the
merger agreement. Information regarding such officers and directors is
included in Software.com's Proxy Statement for its 2000 Annual Meeting
of Stockholders filed with the Securities and Exchange Commission on
April 27, 2000. This document is available free of charge at the
Securities and Exchange Commission's Web site at www.sec.gov and from
Software.com. A copy of the Stockholder Rights Plan adopted by each
company will be filed with the Securities and Exchange Commission
shortly.
For Investor Inquiries:
Software.com, Inc.
Mike Musson
+1 (805) 882 2470 x289
mike.musson@software.com
Phone.com, Inc.
Leslie Nakajima
+1 (650) 817 PHCM (7426)
lnakajim@corp.phone.com
For Media Inquiries:
Citigate Sard Verbinnen
Hugh Burns or Andrew Cole
+1 (212) 687 8080
# # #
The Phone.com name and logo and the family of terms carrying the "UP"
prefix are trademarks of Phone.com, Inc. All Rights Reserved. All
other company, brand and product names may be marks that are the sole
property of their respective owners.
For further information:
Contact Phone.com Worldwide Public Relations
Rowan Benecke
PR21
+1 (415) 369 8102
Phone.com (Europe) Limited
Vicky Ryce
Phone.com (Europe) Limited
+44 (0) 1442 288 109
Phone.com Japan K.K.
Hiroko Kimura
Phone.com Japan K.K.
+81 3 5325 9204
Software.com, Inc.
Fred Bateman
FitzGerald Communications
+1 (415) 677 0208