[LOGO] PHONE.COM(AM)
[LOGO] SOFTWARE.COM(R)
FOR IMMEDIATE RELEASE
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
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REDWOOD CITY AND SANTA BARBARA, CALIF., AUGUST 9, 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,
KDDI, 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 http://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 http://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 http://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.
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FOR MORE INFORMATION PLEASE CONTACT:
INVESTOR INQUIRIES:
PHONE.COM, INC. SOFTWARE.COM, INC.
Leslie Nakajima Mike Musson
+1 (650) 817 PHCM (7426) +1 (805) 882 2470 x289
[email protected] [email protected]
MEDIA INQUIRIES:
CITIGATE SARD VERBINNEN
Hugh Burns or Andrew Cole
+1 (212) 687 8080
PHONE.COM, INC. PHONE.COM (EUROPE) LIMITED PHONE.COM JAPAN K.K.
Rowan Benecke Vicky Ryce Hiroko Kimura
PR21 Phone.com (Europe) Limited Phone.com Japan K.K.
+1 (415) 369 8102 +44 (0) 1442 288 109 +81 3 5325 9204
[email protected] [email protected] [email protected]
SOTWARE.COM, INC. SOFTWARE.COM
Fred Bateman Akinori Itoh
FitzGerald Communications [email protected]
+1 (415) 677 0208
[email protected]
