Filed by Extended Systems Incorporated (Commission File No. 000-23597)
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Registrant: Palm Inc.
(Commission File No. 000-29597)
Subject Company: Extended Systems Incorporated
PRESS RELEASE
MARCH 6, 2001
MEDIA CONTACTS: PR2001-20
Ronni Sarmanian Jimmy Johnson, IR
Palm, Inc. Palm, Inc.
415.509.7598 408.326.0234
Joanne Taylor Karla K. Rosa, IR
Extended Systems, Inc. Extended Systems, Inc.
208.322.7575 ext. 6015 208.322.7575 ext. 6045
EDITOR'S NOTE: The webcast, which will be held at 3 p.m. PST, can viewed at
www.e-conference.com/palm/announcement_030601
Palm Accelerates Mobile and Wireless Strategy
with Acquisition of Extended Systems
Strengthens Multiplatform Enterprise Solutions;
Creates Market-Focused Business Groups
SANTA CLARA, Calif., March 6, 2001 -- Palm, Inc. (Nasdaq: PALM), a leading
provider of handheld computers, today executed on another leg of its mobile and
wireless strategy with a definitive agreement to acquire Extended Systems
Incorporated (NASDAQ: XTND), a leading mobile solutions vendor in the enterprise
space.
This strategy takes Palm beyond its traditional strength serving individual
users, to encompass enterprise solutions. Extended Systems' product offerings
represent the "glue" that binds the wealth of enterprise applications with easy-
to-use handheld computers, which can now be managed by corporate information
officers (CIOs).
Under the terms of the definitive agreement, Extended Systems' stockholders will
receive shares of Palm valued at $22 per Extended Systems' share, subject to a
collar described below. The transaction values Extended Systems at
approximately $264 million on a fully diluted basis.
Importantly, this acquisition will make Palm a unique vendor that can provide
both handheld computers and enterprise-class mobile infrastructure software and
support for multiple operating systems, including Palm OS, Pocket PC, Windows
CE, EPOC, and RIM. This comprehensive, behind-the-firewall solution supports
groupware and business applications -- enhancing overall organizational
productivity and controlling costs.
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In a related move to sharpen customer focus, Palm created three strategic
business groups - the Enterprise Solutions Group, the Individual Solutions
Group, and the Platform Solutions Group.
"Palm intends to be as popular with CIOs as it is with individuals," said Carl
Yankowski, Palm's chief executive officer. "Palm will be unmatched in its
ability to deliver information to individual users and large organizations using
a Palm solution or any mobile operating system or handheld device."
"Extended Systems and Palm share a vision and have complementary products and
culture. Together we significantly strengthen our ability to serve the needs of
the explosive enterprise market," said Extended Systems CEO, Steve Simpson.
"This move is a natural evolution as we join to create one end-to-end solution
from a single vendor. It's a win-win for customers, employees and stockholders."
Extended Systems' prominence in the mobile enterprise market strengthens Palm's
position, and brings Palm the opportunity to enhance its handheld device
business, and, for the first time, sell mobile infrastructure software, services
and support. Noted analysts project that the server sync segment of the
enterprise market alone could exceed $1 billion by 2003./(1)/ These new revenue
sources also provide high margin business opportunities for Palm.
In addition to Extended Systems' mobile data management and Bluetooth wireless
connectivity products, the acquisition will provide Palm with a strong
engineering staff experienced in the enterprise market, as well as a worldwide
sales force, strategic partners, and a large installed base of enterprise
customers -- including British Airways, International Paper Company, Cadbury
Schweppes, Daimler Chrysler, and Orange.
-2-
Under the terms of the agreement, Extended Systems' stockholders will receive a
number of Palm shares based on the average closing price for Palm for the 10
trading days ending two business days prior to the Extended Systems'
stockholders' meeting. If the average closing price of Palm stock is between
$16.60 and $22.00 per share, Extended Systems' stockholders will receive a
number of shares equal to $22.00 per share divided by the Palm average closing
price. If the average price is at or above $22.00, Extended Systems'
stockholders will receive one Palm share for each Extended Systems' share; if
the average price is at or below $16.60, Extended Systems' stockholders will
receive 1.325 Palm shares for each Extended Systems' share. Palm will account
for this transaction using the purchase method of accounting. The transaction
is subject to regulatory and Extended Systems stockholder approvals, and is
expected to close in June 2001.
Benefits to Stakeholders
- ------------------------
The acquisition of Extended Systems provides Palm with key assets that advance
Palm's enterprise leadership goals. Palm believes its ability to provide CIOs
with an end-to-end mobile services infrastructure will accelerate the rate of
enterprise adoption.
Extended Systems gains critical value-add elements for its enterprise customers
- -- including applications, devices and mobile and wireless expertise. Extended
Systems also benefits from Palm's deeper relationships with alliance partners,
brand strength, marketing power, and financial resources. Together, the
companies can deliver a single, comprehensive solution for the enterprise. This
will simplify work for CIOs by providing them with widely used tools to deliver
mobile and wireless access to the multitude of handheld devices -- of any type -
- - in their organizations.
Palm's strategic partners and the more than 145,000 registered developers that
support the Palm Economy will benefit from Palm's increased focus on large
organizations. Palm plans to extend the Palm platform and establish a new set of
APIs for behind-the-firewall enterprise services.
Individuals who use their Palm handheld devices at home and work will benefit
from more services and applications, as broad synchronization and infrastructure
standards spread from enterprises to ISPs and portal providers.
Extended Systems, based in Boise, Idaho, employs approximately 380 individuals
worldwide. For the second quarter ended December 31, 2000, Extended Systems
reported revenue of $13.9 million and a net loss of $1.6 million or $0.15 per
share. Revenue from mobile information management (MIM) software for the second
quarter was $6.4 million, an increase of 69 percent over MIM software revenue in
the same quarter of the prior year.
Extended Systems is a leader in data synchronization and management and wireless
connectivity technologies. Extended Systems and Palm are active members of the
Bluetooth SIG. Extended Systems has licensed Bluetooth software to leading
mobile device manufacturers including Palm, 3Com, Motorola, Hewlett-Packard
Company, Fujitsu and Xircom. Currently, Extended Systems has Internet and print
server businesses; however, Extended Systems plans to exit those businesses and
focus on the enterprise technology solutions previously described.
Strategic Business Groups Increase Customer Focus
- -------------------------------------------------
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To better embrace the much larger enterprise team gained through the
acquisition, and focus the appropriate resources on all its customers, Palm has
aligned its organization's structure around three new business groups, effective
immediately.
The Palm Enterprise Solutions Group (ESG), which will incorporate most Extended
-------------------------------------
Systems employees as well as Palm's current Enterprise Market Segment
organization, led by Jerry Jalaba, will be managed by Extended Systems President
Steve Simpson, as general manager when the transaction closes. Until that time,
Jalaba will continue in his current role in Palm Enterprise management. ESG will
be responsible for all Palm's enterprise solutions, including the new mobile
services infrastructure business.
The Palm Individual Solutions Group (ISG) includes Palm's primary solutions
--------------------------------
(handheld devices, content, and mobile and wireless access). It is responsible
for Palm's handheld products for individuals, such as consumers, students, and
other professionals. Palm's Chief Marketing Officer Satjiv Chahil leads this
group until a permanent general manager is named.
The Palm Platform Solutions Group (PSG) is being managed by Alan Kessler, who
------------------------------
already has responsibility for the Palm OS, licensing and partnerships. He
becomes the unit's general manager.
Barry Cottle, who successfully created and incubated Palm's Content and Access,
business becomes Palm's Chief Internet (Net) Officer (CNO), responsible for
Internet alliances, reporting directly to Yankowski. He is also responsible for
all ISG marketing, reporting to Chahil.
"The acquisition of Extended Systems lets us fine-tune our organizational
structure around a total solutions approach that focuses on customers," said
Yankowski. "This structure will enhance how we interact with all of our
customers, and dramatically improve our ability to execute on our mobile and
wireless strategy."
Palm in the Enterprise
- ----------------------
Historically, Palm handhelds have been embraced by employees bringing their
devices into the work environment. According to Palm's customer surveys, more
than 40 percent of Palm handheld units are paid for or reimbursed by companies;
and 80 percent of Palm handhelds are synced at work. Hundreds of companies have
approved Palm handhelds on their standards lists -- 140 of which are among the
U.S.'s Fortune 500. According to IDC analysts, less than 10 percent of the
devices are being deployed to enterprises by a centralized organization. But
these analysts estimate that the "company deployed" segment of the market will
grow significantly faster than the overall handheld market by 2003.
Having shipped more than 11 million devices, Palm is the leading provider of
handheld computers. In the first half of 2000, IDC credits Palm with 68 percent
worldwide market share of "personal companions."/(2)/
Additional Information and Where to Find It
- -------------------------------------------
In connection with the proposed transaction, Palm will file a registration
statement on Form S-4, including a proxy statement-prospectus, with the
Securities and Exchange Commission. Investors and security holders are advised
to read the registration statement, including the proxy statement-prospectus,
when they become available because they will contain important information about
the proposed merger. Investors should read the proxy statement/prospectus before
making any voting or investment decisions. Investors and security holders may
obtain a free copy of the registration statement and the proxy
-4-
statement-prospectus (when available) and other documents filed by Palm with the
Securities and Exchange Commission at the Securities and Exchange Commission's
website at http://www.sec.gov. Free copies of the registration statement (when
------------------
available) and other documents filed by Palm with the Securities and Exchange
Commission may also be obtained from Palm.
Extended Systems and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from Extended Systems stockholders
in favor of the proposed transaction. Information regarding the interests of the
officers and directors of Extended Systems in the proposed merger will be set
forth in the proxy-statement prospectus, when available. In addition,
information regarding such officers and directors is included in Extended
Systems' Proxy Statement for its 2000 Annual Meeting of Stockholders filed with
the Securities and Exchange Commission on September 20, 2000. This document is
available free of charge at the Securities and Exchange Commission's website at
http://www.sec.gov and from Extended Systems.
- ------------------
-5-
About Extended Systems
- ----------------------
Extended Systems is a leading provider of mobile information management
solutions that enable users to access, collect, synchronize, and print
information on demand. The company's products include data synchronization and
management software, short-range wireless connectivity products (Bluetooth and
IrDA-compliant), and client/server database management systems with remote
access capabilities. Extended Systems' customers and key relationships include
3Com, Palm, IBM, Intel, Microsoft, Compaq, Motorola, Ericsson, Hewlett-Packard,
Agilent, Sharp, NEC, and Toshiba.
Founded in 1984, Extended Systems has offices and subsidiaries in the United
States and worldwide. For more information, visit the company website at
www.extendedsystems.com.
- -----------------------
About Palm, Inc.
- ----------------
Palm, Inc. is a pioneer in the field of mobile and mobile and wireless Internet
solutions and a leading provider of handheld computers, according to IDC/(2)/.
Based on the Palm OS(R) platform, Palm's handheld solutions allow people to
carry and access their most critical information with them wherever they go.
Palm(TM) handhelds address the needs of individuals, enterprises and educational
institutions through thousands of application solutions.
The Palm OS platform is also the foundation for products from Palm's licensees
and strategic partners, such as Franklin Covey, Handspring, IBM, Kyocera, Sony,
Symbol Technologies, and TRG. Platform licensees also include Nokia and Samsung.
The Palm Economy is a growing global community of industry-leading licensees,
world-class OEM customers, and more than 145,000 innovative developers and
solution providers that have registered to develop solutions based on the Palm
OS platform. Palm went public on March 2, 2000. Its stock is traded on the
Nasdaq national market under the symbol PALM. More information is available at
http://www.palm.com.
- --------------------
# # #
/(1)/ Wireless Data--In Sync, Robertson Stephens, December 28, 2000
/(2)/ "Battle at Hand: The Smart Handheld Devices Market Forecast and Analysis
2000 - 2004," December 2000.
Palm OS is a registered trademark and Palm is a trademark of Palm, Inc. or its
subsidiaries.
This press release contain forward-looking statements about the impact of Palm's
acquisition of Extended Systems. These statements are subject to many risks and
uncertainties, including regulatory review and approval of the transaction,
approval by the Extended Systems stockholders, the need for the company to
successfully integrate Extended Systems' employees, products and operations, the
need for the combined company to successfully develop new products and services,
and the demand for mobile and wireless products. Additional risks will be set
forth in a Registration Statement on Form S-4, to be filed with the SEC in
connection with this transaction in the coming weeks.
-6-
"Safe Harbor" Statement under the U.S. Private Securities Litigation Reform Act
of 1995: This press release contains certain "forward-looking" statements
within the meaning of the Private Securities Litigation Reform Act of 1995.
These statements are based on management's current expectations and are
naturally subject to uncertainty and changes in circumstances. Actual results
may vary materially from the expectations contained herein. The forward-looking
statements contained herein include statements about the consummation of the
Merger, future financial and operating results of the combined company and
benefits of the pending merger between Palm and Extended Systems. The proposed
merger remains subject to a number of conditions, including approval by the
stockholders of Extended Systems, and antitrust regulatory approvals. Factors
that could cause actual results to differ materially from those described herein
include: the inability to obtain regulatory approvals; actions of the U.S.,
foreign and local governments; the inability to successfully integrate the
businesses of Palm and Extended Systems; costs related to the proposed merger;
labor integration issues; the economic environment of the software and mobile
computing industry; and the general economic environment. More detailed
information about these factors is set forth in the reports filed by Palm and
Extended Systems with the Securities and Exchange Commission. Neither Palm or
Extended Systems is under any obligation to (and expressly disclaims any such
obligation to) update or alter its forward-looking statements, whether as a
result of new information, future events or otherwise.
In connection with the proposed transaction, Extended Systems and Palm will
jointly file a proxy statement-prospectus and Palm will file a registration
statement on Form S-4, each with the Securities and Exchange Commission.
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE REGISTRATION STATEMENT
AND THE PROXY STATEMENT-PROSPECTUS WHEN THEY BECOME AVAILABLE, AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED MERGER. INVESTORS SHOULD READ THE PROXY
STATEMENT / PROSPECTUS BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS.
Investors and security holders may obtain a free copy of the registration
statement and the proxy statement-prospectus (when available) and other
documents filed by Palm and Extended Systems with the Securities and Exchange
Commission at the Securities and Exchange Commission's web site at
http://www.sec.gov. Free copies of the proxy statement-prospectus (when
- ------------------
available) and other documents filed by Extended Systems with the Securities and
Exchange Commission may also be obtained from Extended Systems by directing a
request to Extended Systems, Attention: Heather Markum,, (208) 322-7575.
Extended Systems and its directors and certain of its executive officers may be
deemed, under sec rules, to be soliciting proxies from Extended System's
stockholders in favor of the proposed merger. Information regarding the
identity of these persons, and their interests in the solicitation, is set forth
in a Schedule 14A filed with the SEC on March 7, 2001, and available free of
charge at the SEC website and public reference rooms, and from the Extended
Systems contact named above.