Filed by Extended Systems, Incorporated
Pursuant to Rule 425 under the Securities Act of 1933
And deemed filed pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: ViaFone, Inc.
Commission File No. 000-23597
On May 28, 2002, Extended Systems and ViaFone, Inc. entered into an Agreement
and Plan of Merger and Reorganization. The following information was posted to a
special section of the Extended Systems' external website.
HOME PAGE
With the deal expected to close sometime in July or August, the management teams
of Extended Systems and ViaFone will be working hard to ensure that the
integration of these two leading mobile solutions companies will be completed
efficiently and transparently to our customers and partners. We invite you to
review the information on this Web site and if any questions arise, please
contact us at one of the email addresses below.
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QUESTIONS?
Please direct all questions related to the ViaFone acquisition as follows:
customer questions: acquisition@extendedsystems.com investor questions:
xtnd@extendedsystems.com press questions: joanne.taylor@extendedsystems.com
Sidebar:
Adherence to a proven strategy is critical to future success. For more than 16
years, Extended Systems has provided enterprise organizations worldwide with
industry-leading technology solutions. Sound business practices, combined with
an understanding of corporate IT organizations and the needs of end users, have
enabled us to build a highly successful business.
CORPORATE OFFICES
5777 N. Meeker Ave.
Boise, Idaho 83713
800-235-7576 (U.S. & Canada)
208-322-7800 (outside North America)
Fax: 208-327-5004
E-mail: info@extendsys.com
LETTER FROM THE PRESIDENT
May 28, 2002
We are pleased to announce that Extended Systems has signed a definitive
agreement to acquire ViaFone, a leading provider of mobile enterprise
applications. This acquisition further enables Extended Systems to execute on
its strategy of enabling enterprises to extend business critical applications to
mobile and wireless environments.
The addition of ViaFone's OneBridge mobile application solution will build on
Extended Systems' leadership position in synchronization and mobile data
management to include a wider range of wireless access options and pre-packaged
mobile applications.
By offering enterprises a more complete suite of mobile management products,
applications and services, we expect the combined company will be a reliable,
single-source for mobile deployment. The benefits to you, our enterprise
customers are:
o One mobile server and one client platform for the integration of
corporate data regardless of the database source. Users will be
delivered one common application or view regardless of the device or
connectivity.
o New out-of-the-box mobile applications for sales and service
professionals that will increase the value of mobile deployments by
cost-effectively extending your investment in business applications
such as Customer Relationship Management, Sales Force Automation and
Enterprise Resource Planning.
o Ability to centrally and securely manage and maintain control of all
mobile devices from a single server regardless of the mobile device,
the connection (wired or wireless), the operating system, the
application or the database.
o Product that addresses the complete continuum of mobile needs from one
vendor including: sync/wireless; offline/online; thin/thick and
data/voice.
We look forward to completing the acquisition process and integrating our two
winning teams allowing us to move forward on our commitment to be a long-term
mobile solutions provider for our enterprise customers around the world.
Best Regards,
Steve Simpson
President and CEO
Extended Systems
FORWARD LOOKING STATEMENTS
This website contains forward-looking statements, including statements regarding
Extended Systems' market leadership, the execution of its strategy and the
impact and benefits of the proposed merger, including the ability of Extended
Systems to integrate ViaFone's capabilities and technology and expand its
product offerings, to accelerate Extended Systems' strategy and the delivery of
sales and service applications, to offer a single platform for mobile
information management, and to strengthen its competitive position. These
statements are subject to risks and uncertainties and assumptions.
All statements other than statements of historical fact are statements that
could be deemed forward-looking statements, including any statements of the
plans, strategies, and objectives of management for future operations, including
the execution of integration and restructuring plans and the anticipated timing
of filings, approvals, and closings related to the merger; any statements
concerning proposed new products, services, developments, or industry rankings;
any statements regarding future economic conditions or performance; any
statement of belief; and any statement of assumptions underlying any of the
foregoing.
The risks and uncertainties and assumptions referred to above include approval
of the transaction; approval of the merger by the ViaFone and Extended Systems
stockholders; any regulatory review and approval of the transaction; the need
for Extended Systems to successfully integrate Viafone's employees, products,
partners, customers, and operations; the need for the combined company to
successfully develop new products and services; overall economic conditions and
the level of information technology purchasing by existing and potential
customers; the success of key business relationships; continued growth in the
markets for the combined companies products; the perceived and realized benefits
of mobile devices; the acceptance of specific industry-wide standards and
protocols; the risks associated with development of new products and product
enhancements; the impact of competitive products and pricing; and other risks as
detailed from time-to-time in Extended Systems' SEC filings, including its 2001
Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed in fiscal
2002.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed transaction, Extended Systems 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 Extended Systems, ViaFone, and the proposed merger.
Investors should carefully 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 they
are available) and other documents filed by Extended Systems 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 they are
available) and other documents filed by Extended Systems with the Securities and
Exchange Commission may also be obtained from Extended Systems.
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 it is available. In addition,
information regarding such officers and directors is included in Extended
Systems' Proxy Statement for its 2001 Annual Meeting of Stockholders filed with
the Securities and Exchange Commission on September 17, 2001. This document is
available free of charge at the Securities and Exchange Commission's website at
http://www.sec.gov/ and from Extended Systems.
FAQS
Below you'll find a comprehensive list of questions and answers related to the
ViaFone acquisition. If you have a question that is not included in this list,
feel free to email us at acquisition@extendedsystems.com.
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Q: WHY IS EXTENDED SYSTEMS ACQUIRING VIAFONE?
A: Extended Systems believes the enterprise market for complete mobile solutions
and related services is in its early stages and sees significant growth
potential, with a strong ramp in 2003. Extended Systems' acquisition of ViaFone
expands our position in the market and accelerates our strategy to provide a
comprehensive mobile platform for Groupware and business applications. Through
the acquisition, Extended Systems now offers large enterprises a solutions
partner who we believe is extremely competitive in its ability and experience in
delivering mobile and wireless business solutions that address the entire
continuum of mobile devices, networks and applications. We believe Extended
Systems offers the most complete technology foundation led by a solid management
team.
Combining the companies offers Extended Systems the ability to lead a growing
market and provides our customers a single mobile and wireless solutions
partner. We believe the combination offers existing and future customers a
financially sound, long-term mobile infrastructure and application provider and
partner.
Q. HOW DOES THIS ACQUISITION ALIGN WITH EXTENDED SYSTEMS' BUSINESS STRATEGY?
A. With more than 2000 corporations using Extended Systems technology, the
company has established an excellent customer presence in the emerging mobile
enterprise market. Extended Systems is focused on extending its existing
customer relationships and expanding its presence in the high growth mobile
enterprise market by building or buying solutions that will expand the company's
market opportunities and accelerate enterprise market adoption. Through this
acquisition, Extended Systems becomes a technology leader in both
synchronization and real-time access, offers its customers complete mobile
solutions, while maintaining a strong financial model.
Q: WHAT WERE THE FINANCIAL TERMS OF THE DEAL?
A: Under the terms of the agreement, ViaFone stockholders will receive 3 million
newly-issued shares. All ViaFone options and warrants expire.
Q: WHAT WILL BE THE NAME OF THE COMBINED COMPANY?
A: Extended Systems - ViaFone employees will become Extended Systems employees.
Q: WILL EXECUTIVE STAFF AT EXTENDED SYSTEMS CHANGE?
A: No changes in executive staff are planned. The ViaFone CEO and CFO will work
through the close and will not be joining Extended Systems. The rest of the
management team will be integrated with the Extended Systems team.
Q. DO YOU PLAN TO KEEP ALL OF VIAFONE'S EXISTING OFFICES OPEN? WHERE WILL YOUR
CORPORATE HEADQUARTERS BE LOCATED?
A. Extended Systems corporate headquarters will remain in Idaho. ViaFone's
Brisbane and Toronto offices will remain in operation. The integration team is
evaluating other company operations to determine adjustments that will maximize
our business going forward.
Q: HOW WILL THIS ACQUISITION CHANGE OR CONTRIBUTE TO EXTENDED SYSTEMS CURRENT
PRODUCT OFFERING?
A: This acquisition further strengthens Extended Systems' ability to meet the
needs of enterprise customers - including mobile executives, mobile sales and
service employees, and IT management - to provide complete mobile enterprise
solutions - from a single vendor. The planned combination of ViaFone's mobile
application software and Extended Systems mobile information management software
will offer its enterprise customers the following features/benefits:
1. New applications and services that extend existing enterprise
applications, offering a fast path to business value. We will:
a. Continue to build on PIM and email sync capabilities by adding
real-time access to a broader range of devices thus further
increasing the mobile value of your Notes or Exchange applications.
b. Add out-of-the-box applications for sales and service professionals
that will increase the value of mobile deployment by cost-effectively
extending your investment in business applications such as CRM/SFA
and ERP.
c. Provide a strategic platform that will scale with future needs
providing support for development and deployment of custom
applications without the need for a new server and separate devices
or a new application management system.
d. Provide a product that addresses the complete continuum of mobile
needs from one vendor: sync/wireless, offline/online, thin/thick,
data/voice.
2. Enables IT administrators to centrally and securely manage and maintain
control of all mobile devices from a single server-based model.
a. Regardless of the mobile device, the connection, the operating
system, the application or the database, Extended Systems ensures
reliable, secure data transfer and management.
b. Making access to information from mobile devices easier for the
end-user while still ensuring IT can easily deploy, manage and secure
access to corporate data.
c. Minimized hardware and management costs through a single server model
with consistent enterprise systems management, device management
flexibility for multiple devices, and lower overall TCO through
centralized back up, software distribution, and a common security and
authentication model. d.
3. Provide enterprises with one mobile server and one client platform for
the integration of corporate data regardless of the database source.
Users will be delivered one common application or view regardless of the
device or connectivity available.
a. Benefits are reduced hardware costs and complexity of using mobile
servers from multiple vendors and service delivery flexibility (any
device or operating system, connection, database and now
application). All this is now available from a single vendor with
comprehensive support.
Q: WHEN CAN WE EXPECT TO SEE PRODUCTS THAT INCORPORATE TECHNOLOGIES FROM BOTH
EXTENDED SYSTEMS AND VIAFONE?
A: The Extended Systems and ViaFone product solution sets are complementary. For
the next six months, we will focus on selling existing solutions and meeting our
revenue objectives. We will look for cost-effective ways to combine the
technologies where that combination provides more value to our customers. Where
there is crossover in functionality, we'll be evaluating the underlying
technology and integrating the technology that provides the best solution for
our combined customer base. We expect to see the first phase of integration for
certain pieces of each company's technology by the end of the year (Q2 FY03).
Q: DO YOU PLAN TO CONTINUE TO SELL AND SUPPORT VIAFONE'S CURRENT PRODUCTS?
A: Our product roadmap will support ViaFone's and Extended Systems' existing
customers. We expect that future versions of Extended Systems' XTNDConnect
Server will incorporate pieces of the newly acquired technology, and ViaFone's
OneBridge packaged mobile applications will be a key addition to our offering to
enterprise customers. Extended Systems will now be able to offer customers a
full suite of mobile enterprise solutions including data and device support and
management, pre-packaged mobile applications, an array of anywhere, anytime
connectivity options, and a mobile development environment that supports a broad
range of programming languages. We will continue to support ViaFone's customers
and products.
Q: HOW WILL THIS TRANSACTION AFFECT EXTENDED SYSTEMS PRODUCT LINE?
A: The acquisition will add to the suite of products we have to offer large
companies that are deploying mobile devices for email/PIM access and corporate
application access. The two companies' technologies are complementary and based
on an intense focus to meet the needs of mobile users and IT management within
the enterprise. Customers will benefit from a single-source provider for all of
their mobility needs. This transaction enables Extended Systems to go to market
with a robust mobile platform, mobile applications and an opportunity to offer
more to existing enterprise customers that are looking to expand to a more
complete wireless solution that includes applications for mobile sales and
service professionals.
Q: WHAT WILL THE IMPACT BE FOR EXTENDED SYSTEMS' CUSTOMERS?
A: Together the companies form a global market leader for mobile enterprise
solutions. As a single vendor, the combined company can address the key areas of
mobility today and in the future, including: centralized management of data and
devices, synchronization for information capture and access, real-time
information access for critical, time-sensitive information, voice access and
out-of-the-box mobile applications for sales and field services all on a
platform that can be extended for building customized applications.
Q: DO YOU PLAN TO CONTINUE TO SUPPORT, DEVELOP AND SELL VIAFONE'S ONEBRIDGE
APPLICATIONS AND PLATFORM?
A: ViaFone OneBridge is key to the future of the combined company. OneBridge
forms the core technology for the complete application tool set we will provide
to enterprise customers.
Q: WHAT SYNERGIES DO THE TWO COMPANIES HAVE FROM A PRODUCT STANDPOINT? HOW DOES
THE VIAFONE SOLUTION WORK WITH EXTENDED SYSTEMS SOFTWARE?
A: The companies' product offerings are highly complementary. With the addition
of ViaFone's products, Extended Systems will offer customers a full spectrum of
support for any mobile device/operating system (Pocket PC, Palm, Symbian or
RIM); any application development environment including horizontal applications
such as Microsoft Exchange or Lotus Notes, vertical applications, including CRM
or field sales and a mobile development platform that supports ODBC or OLE DB
compliant databases through both C++ or JAVA programming.
Q: DO YOU PLAN TO CONTINUE TO SUPPORT, DEVELOP AND SELL EXTENDED SYSTEMS'
BLUETOOTH EMBEDDED PRODUCTS?
A: Yes, we will continue to support, develop and sell not only Bluetooth
embedded products but our full suite of embedded products. The use of IrDA,
Bluetooth and SyncML in mobile devices increases the market size for XTNDConnect
and OneBridge. Additionally, these customer relationships are key as we work to
provide a broad range of device support.
Q. DO YOU PLAN TO CONTINUE TO SUPPORT, DEVELOP AND SELL EXTENDED SYSTEMS'
ADVANTAGE DATABASE SERVER?
A. Yes. The Advantage Database Server is an important product in the Extended
Systems offering and will continue to be offered as a standalone product. In
addition, Advantage technology is incorporated in areas of the XTNDConnect
Server product offering today and will be in the future.
FORWARD LOOKING STATEMENTS
This website contains forward-looking statements, including statements regarding
Extended Systems' market leadership, the execution of its strategy and the
impact and benefits of the proposed merger, including the ability of Extended
Systems to integrate ViaFone's capabilities and technology and expand its
product offerings, to accelerate Extended Systems' strategy and the delivery of
sales and service applications, to offer a single platform for mobile
information management, and to strengthen its competitive position. These
statements are subject to risks and uncertainties and assumptions.
All statements other than statements of historical fact are statements that
could be deemed forward-looking statements, including any statements of the
plans, strategies, and objectives of management for future operations, including
the execution of integration and restructuring plans and the anticipated timing
of filings, approvals, and closings related to the merger; any statements
concerning proposed new products, services, developments, or industry rankings;
any statements regarding future economic conditions or performance; any
statement of belief; and any statement of assumptions underlying any of the
foregoing.
The risks and uncertainties and assumptions referred to above include approval
of the transaction; approval of the merger by the ViaFone and Extended Systems
stockholders; any regulatory review and approval of the transaction; the need
for Extended Systems to successfully integrate Viafone's employees, products,
partners, customers, and operations; the need for the combined company to
successfully develop new products and services; overall economic conditions and
the level of information technology purchasing by existing and potential
customers; the success of key business relationships; continued growth in the
markets for the combined companies products; the perceived and realized benefits
of mobile devices; the acceptance of specific industry-wide standards and
protocols; the risks associated with development of new products and product
enhancements; the impact of competitive products and pricing; and other risks as
detailed from time-to-time in Extended Systems' SEC filings, including its 2001
Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed in fiscal
2002.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed transaction, Extended Systems 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 Extended Systems, ViaFone, and the proposed merger.
Investors should carefully 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 they
are available) and other documents filed by Extended Systems 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 they are
available) and other documents filed by Extended Systems with the Securities and
Exchange Commission may also be obtained from Extended Systems.
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 it is available. In addition,
information regarding such officers and directors is included in Extended
Systems' Proxy Statement for its 2001 Annual Meeting of Stockholders filed with
the Securities and Exchange Commission on September 17, 2001. This document is
available free of charge at the Securities and Exchange Commission's website at
http://www.sec.gov/ and from Extended Systems.
ABOUT VIAFONE
Q. WHAT IS VIAFONE'S BUSINESS?
A. ViaFone provides mobile enterprise applications that bridge field employees
and critical business systems, information and processes. These mobile
applications are built on top of ViaFone's industry leading OneBridge mobility
platform. ViaFone OneBridge delivers voice and wireless data applications across
all handheld devices as well as WAP and standard telephones. ViaFone's solutions
are designed to enable corporations to reduce operating costs, increase
productivity and maximize the value of existing enterprise systems.
ViaFone's OneBridge products have been built to enable companies to yield
significant productivity gains by mobilizing their field forces. They have done
this by developing products that have the following attributes:
o Very easy to use so that they can be readily deployable to a large
skill diverse workforce
o Rapid implementation and robust tools for extensibility
o Flexible, addresses the state of the mobile user: voice and data
access, connected and disconnected capabilities
o Extensible - not additive to enterprise software systems, utilizes
existing enterprise systems and devices
o Address significant business challenges to deliver concrete operating
benefits
Q. HOW LONG HAS VIAFONE BEEN IN BUSINESS?
A. ViaFone was founded in September 1999
Q. WHAT STRATEGIC RELATIONSHIPS DOES VIAFONE HAVE IN PLACE?
A. ViaFone's key go-to-market partners include Hewlett-Packard, EDS and
webMethods. In order to meet the needs of its enterprise customers, ViaFone has
also forged relationships with complementary technology firms, including,
Siebel, SAP, Microsoft, Tibco, SoftwareAG and others.
Q. WHO ARE VIAFONE'S CURRENT CUSTOMERS?
A. Some of ViaFone's customers include: Hewlett-Packard, FedEx, CIBC,
Scotiabank, First National Merchant Processing, Bell Mobility, Ericsson and
others.
Q. WHAT PRODUCTS/FUNCTIONALITY DO THEY OFFER?
A. ViaFone's current flagship product, ViaFone OneBridge(TM) version 3.5,
delivers a flexible, mobility software platform, development tools and three
packaged out-of-the-box enterprise mobile applications for field sales, field
service and mobile enterprise professionals. ViaFone also offers a vertical
application, OneBridge Mobile Pharma that is specialized to meet the needs of
pharmaceutical sales representatives.
OneBridge products support mobile applications via voice and/or data, real-time
wireless and offline-via-sync operation across all popular communications
devices and networks - land-line and cell phones WAP-enabled phones, Pocket PC
and Palm handhelds, as well as RIM BlackBerry pagers. ViaFone OneBridge, which
integrates with e-business and legacy enterprise
applications, is designed to enable enterprises to boost workplace productivity
and increase return on existing investments.
- --------------------------------------------------------------------------------
For more information about ViaFone, please visit the ViaFone Web site at
www.viafone.com
FORWARD LOOKING STATEMENTS
This website contains forward-looking statements, including statements regarding
Extended Systems' market leadership, the execution of its strategy and the
impact and benefits of the proposed merger, including the ability of Extended
Systems to integrate ViaFone's capabilities and technology and expand its
product offerings, to accelerate Extended Systems' strategy and the delivery of
sales and service applications, to offer a single platform for mobile
information management, and to strengthen its competitive position. These
statements are subject to risks and uncertainties and assumptions.
All statements other than statements of historical fact are statements that
could be deemed forward-looking statements, including any statements of the
plans, strategies, and objectives of management for future operations, including
the execution of integration and restructuring plans and the anticipated timing
of filings, approvals, and closings related to the merger; any statements
concerning proposed new products, services, developments, or industry rankings;
any statements regarding future economic conditions or performance; any
statement of belief; and any statement of assumptions underlying any of the
foregoing.
The risks and uncertainties and assumptions referred to above include approval
of the transaction; approval of the merger by the ViaFone and Extended Systems
stockholders; any regulatory review and approval of the transaction; the need
for Extended Systems to successfully integrate Viafone's employees, products,
partners, customers, and operations; the need for the combined company to
successfully develop new products and services; overall economic conditions and
the level of information technology purchasing by existing and potential
customers; the success of key business relationships; continued growth in the
markets for the combined companies products; the perceived and realized benefits
of mobile devices; the acceptance of specific industry-wide standards and
protocols; the risks associated with development of new products and product
enhancements; the impact of competitive products and pricing; and other risks as
detailed from time-to-time in Extended Systems' SEC filings, including its 2001
Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed in fiscal
2002.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed transaction, Extended Systems 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 Extended Systems, ViaFone, and the proposed merger.
Investors should carefully 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 they
are available) and other documents filed by Extended Systems 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 they are
available) and other documents filed by Extended Systems with the Securities and
Exchange Commission may also be obtained from Extended Systems.
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 it is available. In addition,
information regarding such officers and directors is included in Extended
Systems' Proxy Statement for its 2001 Annual Meeting of Stockholders filed with
the Securities and Exchange Commission on September 17, 2001. This document is
available free of charge at the Securities and Exchange Commission's website at
http://www.sec.gov/ and from Extended Systems.
FORWARD LOOKING STATEMENTS
This website contains forward-looking statements, including statements regarding
Extended Systems' market leadership, the execution of its strategy and the
impact and benefits of the proposed merger, including the ability of Extended
Systems to integrate ViaFone's capabilities and technology and expand its
product offerings, to accelerate Extended Systems' strategy and the delivery of
sales and service applications, to offer a single platform for mobile
information management, and to strengthen its competitive position. These
statements are subject to risks and uncertainties and assumptions.
All statements other than statements of historical fact are statements that
could be deemed forward-looking statements, including any statements of the
plans, strategies, and objectives of management for future operations, including
the execution of integration and restructuring plans and the anticipated timing
of filings, approvals, and closings related to the merger; any statements
concerning proposed new products, services, developments, or industry rankings;
any statements regarding future economic conditions or performance; any
statement of belief; and any statement of assumptions underlying any of the
foregoing.
The risks and uncertainties and assumptions referred to above include approval
of the transaction; approval of the merger by the ViaFone and Extended Systems
stockholders; any regulatory review and approval of the transaction; the need
for Extended Systems to successfully integrate Viafone's employees, products,
partners, customers, and operations; the need for the combined company to
successfully develop new products and services; overall economic conditions and
the level of information technology purchasing by existing and potential
customers; the success of key business relationships; continued growth in the
markets for the combined companies products; the perceived and realized benefits
of mobile devices; the acceptance of specific industry-wide standards and
protocols; the risks associated with development of new products and product
enhancements; the impact of competitive products and pricing; and other risks as
detailed from time-to-time in Extended Systems' SEC filings, including its 2001
Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed in fiscal
2002.
HOW TO GET MORE INFORMATION
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed transaction, Extended Systems 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 Extended Systems, ViaFone, and the proposed merger.
Investors should carefully 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 they
are available) and other documents filed by Extended Systems 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 they are
available) and other documents filed by Extended Systems with the Securities and
Exchange Commission may also be obtained from Extended Systems.
PERSONS INVOLVED IN THE SOLICITATION OF PROXIES
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 it is available. In addition,
information regarding such officers and directors is included in Extended
Systems' Proxy Statement for its 2001 Annual Meeting of Stockholders filed with
the Securities and Exchange Commission on September 17, 2001. This document is
available free of charge at the Securities and Exchange Commission's website at
http://www.sec.gov/ and from Extended Systems.