EXHIBIT 99.1
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MEDIA CONTACTS:
Joanne Taylor
Extended Systems
208.322.7575, ext. 6015
joannet@extendedsystems.com
Tiffany Curci
Voce Communications
208.725.2062
tcurci@vocecommunications.com
EXTENDED SYSTEMS TO ACQUIRE VIAFONE
MOBILE SOFTWARE COMPANY TO ADD REAL-TIME CAPABILITIES AND OUT-OF-THE-BOX
MOBILE SALES AND SERVICE APPLICATIONS TO DELIVER A SINGLE-VENDOR,
MOBILE PLATFORM TO GLOBAL 2000 COMPANIES
BOISE, Idaho--(May 28, 2002)--Extended Systems (NASDAQ: XTND), a leading
provider of mobile data management and wireless connectivity solutions, today
signed A definitive agreement to acquire ViaFone, a Brisbane, California-based
company that provides a real-time, mobile platform and out-of the-box mobile
applications to the enterprise.
Extended Systems CEO and President Steve Simpson said the acquisition is a move
to further strengthen Extended Systems' leadership position in the enterprise
market and to aid in executing its strategy to enable Global 2000 companies to
extend business-critical enterprise applications to mobile and wireless
environments.
"We expect the acquisition of ViaFone to significantly accelerate Extended
Systems' strategy to deliver a single mobile platform that provides both mobile
business applications and groupware sync support to corporate IT," said Simpson.
"We believe the combination of technologies, as well as the addition of
ViaFone's alliance relationships and corporate accounts, will put Extended
Systems in a very strong competitive position in the enterprise market."
Under the terms of the definitive agreement, unanimously approved by the Boards
of Directors of both companies, all outstanding shares of ViaFone will be
exchanged for 3,000,000 newly issued shares of Extended Systems common stock.
ViaFone options will not be assumed and will expire on the effective date of the
merger. The transaction values ViaFone at approximately $11.4 million on a fully
diluted basis (based on the average closing price of Extended Systems' stock,
for the five days ending on May 24, 2002). Russ McMeekin, CEO of ViaFone, is
expected to join the Extended Systems Board of Directors upon completion of the
transaction.
By integrating ViaFone's OneBridge Mobility Platform with Extended Systems'
XTNDConnect data synchronization and management software, Extended Systems will
expand its offering to include real-time, as well as offline, capabilities for
mobile email, PIM and enterprise applications. The addition of WAP and
browser-based support to current support for RIM, Pocket PC, Palm OS and Symbian
mobile devices, will enable Extended Systems to provide mobile workers access to
business-critical information across all major mobile devices.
Additionally, ViaFone's OneBridge solution will enhance Extended Systems'
ability to provide a complete set of tools to centrally manage multiple devices
and is expected to speed delivery of enterprise-ready mobile sales and service
applications that extend existing enterprise investments in customer
relationship management (CRM), enterprise resource planning (ERP) and specific
financial, pharmaceutical, and transportation business applications. Most
significant to the market--the complete package offers enterprise customers the
ability to work with a single software vendor that can meet their mobile and
wireless needs now and in the future.
"ViaFone's mobile application development experience and focus on end user
requirements integrates exceptionally well with Extended Systems' plans to
expand mobile and wireless applications solutions to their Global 2000 customer
base," said McMeekin. "The combined company offers the enterprise a solution
provider with tremendous capabilities and experience in delivering online and
offline business solutions that address the entire continuum of mobile devices,
enterprise applications, and multiple network connections."
Extended Systems expects to maintain ViaFone's offices in Toronto, Canada and
Brisbane, California., leveraging ViaFone's Bay Area headquarters to further
establish Extended Systems' physical presence in Silicon Valley. Extended
Systems will account for this transaction using the purchase method of
accounting, and the transaction is expected to be tax-free to the stockholders
of both companies for U.S. federal income tax purposes. Of the 3,000,000
newly-issued shares of Extended Systems common stock that will be issued to the
holders of outstanding shares of ViaFone, 15 percent will be placed in an escrow
fund for a period of 12 months in order to satisfy any indemnity claims that may
arise. Additionally, approximately 84 percent of the total shares to be issued
will be subject to lock up agreements and released from lock up over a period of
12 months. The deal is subject to the approval of the stockholders of Extended
Systems and ViaFone, certain regulatory approvals, and other customary closing
conditions, and is expected to close in July or August. Until then, both
companies will continue to operate independently. SoundView Technology Group
rendered a fairness opinion to the Board of Directors of Extended Systems for
this transaction.
Extended Systems will hold a conference call today at 5:30 p.m. Eastern Time to
discuss the acquisition. At this time, management may answer questions
concerning management's view on revenue and earnings forecasts for the combined
companies and other business and financial matters affecting Extended Systems. A
simultaneous live Web cast of the call will be available over the Internet at
www.vcall.com. A replay of the call will be available over the Internet at
www.vcall.com within 24 hours of the call. A replay of the call also will be
available at 877-660-6853 within this time frame. The pass codes are account
#1628 and conference ID #36224. The replay will be active until May 31, 2002 at
12:00 AM Eastern.
ADDITIONAL INVESTOR INFORMATION
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
ViaFone is a leading provider of mobile enterprise applications that keep
business moving in the field by bridging field sales and service employees and
critical business systems, information and processes. ViaFone OneBridge delivers
voice and wireless data applications across all major mobile devices, including
Pocket PC, Palm handhelds, RIM BlackBerry pagers and WAP and standard
telephones.
Founded in September 1999, ViaFone is based in Brisbane, California., with
additional offices in Toronto, Atlanta and Paris. To learn more about ViaFone's
innovative solutions, please visit http://www.viafone.com/ or call
1-800-361-0061 in the U.S. and + 33-1-53-65-65-53 in Europe.
ABOUT EXTENDED SYSTEMS
Extended Systems is a global leader in providing mobile infrastructure software
that extends enterprise applications to mobile and wireless environments. The
company's products include data synchronization and management software, mobile
application development 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, Agilent, Ericsson, Hewlett-Packard, IBM, Microsoft,
Motorola, NEC, Palm, Sharp, and Toshiba.
Founded in 1984, Extended Systems has offices and subsidiaries in the United
States and worldwide. For more information, call 1-800-235-7576 or visit the
company Web site at /www.extendedsystems.com.
# # #
This press release 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 to be filed in
fiscal 2002.