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 sent an email message to all of its employees.
The text of the email message follows.
May 2002
TO: All Extended Systems Employees
This announcement marks an important milestone in the history of Extended
Systems and ViaFone. Sometime in July or August, when the deal closes,
ViaFone employees will join the Extended Systems team. I am very
enthusiastic about our shared vision and prospects as we move forward
together.
It's exciting to think about what the merger means for employees of both
companies. Extended Systems and ViaFone have established themselves as
leaders in their respective markets. Now, with the combination of Extended
Systems' synchronization and management software and ViaFone's real-time
access and mobile application software, we can offer enterprise customers
a complete mobile infrastructure platform for delivering mobile
productivity to their mobile employees including executive, sales and
service professionals and to their mobile customers. In addition, the
joining of these two companies vastly expands our product and service
offerings, allowing us to move forward as a long-term mobile solutions
provider for Global 2000 companies.
The rationale behind the deal is:
MARKET LEADERSHIP- Joining Extended Systems and ViaFone builds on our
leadership position in synchronization and mobile data management to
include robust wireless enterprise access and support for mobile
applications. By offering enterprise IT a complete suite of mobile
management products, applications and services, the combined company
becomes a single-source for mobile deployment within the enterprise.
COMPLEMENTARY TECHNOLOGY, PRODUCTS AND SERVICES - ViaFone's product and
service offering will add real-time data access capability, mobile
business applications for sales and field services and additional wireless
application development tools and voice technologies to Extended Systems'
data synchronization and management software. By bringing these
technologies together, we can 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.
STRONG CUSTOMER BASE OF GLOBAL 2000 COMPANIES- We believe the enterprise
market for mobile solutions is in its early stages and has significant
growth potential. The strong adoption of our synchronization and
management solutions by enterprise IT strongly positions the combined
company to be the end-to-end solution provider for all mobile and wireless
deployment needs. The competitive edge that instant access to information
provides our customers will further accelerate market expansion.
PARTNERSHIPS WITH WORLD LEADERS IN BUSINESS SOLUTIONS - The impressive
combined partner list will further enable us to provide a comprehensive
mobile solution set to global partners including Compaq, Symbol, Nokia,
Microsoft, Palm, HandSpring, HP, Symbian, Ericsson, EDS and webMethods ,
Siebel, SAP, Tibco, CapGemini Ernst & Young and Software AG.
Not only are our companies' products highly complementary, but our
cultures are as well. We both have an intense customer focus serving
companies on a worldwide basis. We both emphasize teamwork and agility to
keep pace with our customer needs and to stay ahead of our competition.
You will be hearing a lot more about the exciting prospects for our
business in the coming months. We realize that you will have many
questions and even some concerns. We are committed to telling you what we
know, when we know it. We are committed to communicating often, openly and
honestly about what is to come. There is a lot of work to be done and
decisions to be addressed over the coming months. Your support and
continued focus on the job at hand will be key throughout the merger and
integration process.
We have set up this web site so that you can ask questions, find answers
to your questions and read about acquisition updates.
http://www.extendedsystems.com/
The user name and password are:
Username: xxx
Password: xxx
I am looking forward to completing the acquisition process and integrating
these two winning teams to strengthen our position as a worldwide leader
in mobile information management.
Best Regards,
Steve Simpson
President and CEO
Extended Systems
This letter 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.