Filer: Phone.com, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Commission File No. 000-25687
On September 1, 2000, Phone.com, Inc. and Software.com, Inc. issued the
following joint press release:
phone.com logo
Software.com logo
For Immediate Release
PHONE.COM AND SOFTWARE.COM RECEIVE
EARLY TERMINATION OF THE WAITING PERIOD
UNDER THE
HART-SCOTT-RODINO ACT
REDWOOD CITY AND SANTA BARBARA, CALIF., -SEPTEMBER 1, 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 have received early termination of
the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended in connection with the previously announced merger of
the two companies. Consummation of the merger also requires approval by the
shareholders of each company and satisfaction or waiver of the other
conditions to the merger set forth in the Phone.com/Software.com merger
agreement. The companies expect the transaction to be consummated during
the fourth calendar quarter of 2000.
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 email, 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, Rome, 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 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.
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 Form S4 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 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 definitive joint proxy statement/prospectus regarding
the proposed merger contained in the Form S-4 filed that will be filed by
the companies because it will contain important information about the
transaction. Investors and security holders may obtain a free copy of the
definitive joint proxy statement/prospectus when it becomes 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
http:\\www.sec.gov. The definitive 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 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 ww.sec.gov and from Software.com.
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Phone.com and the Phone.com logo are trademarks of Phone.com, Inc.
Software.com and the Software.com logo are trademarks of Software.com.
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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
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PHONE.COM, INC. PHONE.COM (EUROPE) LIMITED PHONE.COM JAPAN K.K.
Whitney Gould Vicky Ryce Hiroko Kimura
PR21 Phone.com (Europe) Limited Phone.com Japan K.K.
+1 (415) 369 8108 +44 (0) 1442 288 109 +81 3 5325 9204
[email protected] [email protected] [email protected]
SOFTWARE.COM, INC. SOFTWARE.COM
Fred Bateman Akinori Itoh
FitzGerald Communications [email protected]
+1 (415) 677 0208
[email protected]
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This document is being filed pursuant to Rule 425 under the Securities Act
of 1933 and is deemed filed pursuant to Rule 14a-12 under the Securities
Exchange Act of 1934.
