Nokia to extend leadership in enterprise mobility with acquisition of Intellisync
Combined product portfolios will provide more choice for carriers and businesses
November 16, 2005, New York, USA - Nokia (NYSE: NOK) and Intellisync (NASDAQ: SYNC) today announced they have signed a definitive agreement for Nokia to acquire Intellisync, a leader in platform-independent wireless messaging and applications for mobile devices. By acquiring Intellisync, Nokia is positioned to deliver the industry’s most complete offering for the development, deployment and management of mobility in the enterprise.
The transaction will also enhance Nokia’s ability to respond to customer needs in this fast growing market. The combination of Nokia’s security expertise, mobile device leadership, customer reach and partner relationships coupled with Intellisync’s proven wireless email, synchronization and device management software and skilled workforce is expected to significantly extend Nokia’s position within the enterprise mobility market.
“Enterprises face increasing challenges when it comes to selecting devices, enabling access to email and securing corporate data, while carriers are facing more and more complexity to support these demands. We want to make it simple for our business customers to mobilize their workforces no matter what their starting point,” said Mary McDowell, executive vice president and general manager, Nokia’s Enterprise Solutions business group. “Based on our customers’ needs, we identified the acquisition of Intellisync as the best way to provide solutions to these challenges. The combination of our portfolios and the addition of the Intellisync team will make Nokia the core mobility provider for businesses of all sizes.”
Intellisync delivers some of the largest deployments of wireless email over the widest array of devices and application platforms across carrier networks all over the world. The company has been at the forefront in enterprise mobility applications and device mobility with its wireless messaging software. Intellisync technology allows for synchronization of data and files with high levels of accuracy and security across complex software applications. Building on Nokia’s recent launch of Nokia Business Center, a software solution enabling push email and other collaborative business applications, this acquisition underscores the company’s commitment to be the leader in enterprise mobility. Nokia will be able to offer its customers the ability to connect practically any device to any data source, application, or network, empowering companies as they make mobility a defacto way of doing business.
“Our combined teams will present the most compelling mobility offering to enterprises and carriers all over the world,” said Woodson ’Woody’ Hobbs, president and chief executive officer of Intellisync. “With a platform-independent and device-agnostic mobile software offering, Intellisync has long been committed to delivering on the mobility needs of wireless carriers and enterprises and we’ve built a leadership brand in the mobile marketplace. Intellisync’s market leadership in platform-independent push email, device and systems management, mobile application deployment, integrated messaging, data and file synchronization, and mobile security is validation of the company’s success with carriers and enterprise customers alike.”
Under the terms of the agreement, Intellisync stockholders will receive USD 5.25 per share in cash for each Intellisync common share, implying an enterprise value of approximately USD 430 million or approximately EUR 368 million (on a fully-diluted basis). The transaction is expected to be completed in the first quarter of 2006. Intellisync was founded in 1993 and has approximately 450 employees.
Intellisync Corporation (NASDAQ: SYNC), the leader in platform-independent wireless messaging and mobile software, develops and markets carrier-grade and enterprise-class wireless email and mobile platforms to large enterprises, mobile operators, software providers and device manufacturers. Intellisync has won the mobility industry’s top awards by providing seamless synchronization, secure wireless email, device control and mobility management software that connects nearly every device, data source and application available. More than 75% of the Fortune 50 companies and over 35 wireless carriers worldwide are ’Powered by Intellisync’(TM). Some of the largest global corporations that have selected Intellisync as their mobility solution standard, include America Online, Crédit Agricole, Domino’s Pizza, Guidant, Microsoft, NTT DoCoMo, Oracle | PeopleSoft, Pfizer, Target, T-Mobile, Union Pacific, Verizon Wireless, Vivo, Wind and Yahoo! For more information, please visit www.Intellisync.com
Nokia is a world leader in mobile communications, driving the growth and sustainability of the broader mobility industry. Nokia connects people to each other and the information that matters to them with easy-to-use and innovative products like mobile phones, devices and solutions for imaging, games, media and businesses. Nokia provides equipment, solutions and services for network operators and corporations. www.nokia.com.
A conference call for Investors, Analysts and Media will take place:
Wednesday, November 16th, 10:15 -11:15 am ET/16:15-17:15 pm CET
Conference ID: 2504414
Participant Dial-In Numbers:
US/Canada Dial-in + 1 888 636 1561
Int’l/Local Dial-In + 1 706 634 5012
European Dial-in + 44 1452 560 299
A replay of the audio portion of this call will be available approximately 2 hours after the call.
Int’l/Local Replay + 1 706 645 9291
US/Canada Replay + 1 800 642 1687
Supporting slides will also be available at:
It should be noted that certain statements herein which are not historical facts, including, without limitation, those regarding: A) benefits of the proposed merger and other matters that involve known and unknown risks; B) uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to differ materially from results expressed or implied by this press release; and C) statements preceded by “believe,” “expect,” “anticipate,” “foresee,” “target,” “designed”, “may”, “enhance”, “will” or similar expressions are forward-looking statements. Because these statements involve risks and uncertainties, actual results may differ materially from the results that we currently expect. Factors that could cause these differences include, but are not limited to: 1) difficulties encountered in integrating Intellisync, its products and its employees into Nokia and achieving expected synergies; 2) uncertainties as to the timing of the merger; 3) approval of the transaction by Intellisync’s stockholders; 4) the satisfaction of closing conditions to the transaction, including the receipt of regulatory approvals; 5) whether certain market segments grow as anticipated; 6) the competitive environment in the mobile communications industry and competitive responses to the proposed merger; 7) whether the companies can successfully develop new products and the degree to which these gain market acceptance as well as 8) the risk factors specified on pages 12-22 of Nokia’s Form 20-F for the year ended December 31, 2004 under “Item 3.D Risk Factors.” and Intellisync’s most recent Form 10-K filed with the Securities and Exchange Commission.
Additional Information and Where to Find It
Intellisync has agreed to file a proxy statement in connection with the proposed acquisition. The proxy statement will be mailed to the stockholders of Intellisync. Intellisync’s stockholders are urged to read the proxy statement and other relevant materials when they become available because they will contain important information about the acquisition and Intellisync. Investors and security holders may obtain free copies of these documents (when they are available) and other documents filed with the Securities and Exchange Commission (the “SEC”) at the SEC’s web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by Intellisync by going to Intellisync’s Investor Relations page on its corporate website at www.Intellisync.com.
In addition, Intellisync and its officers and directors may be deemed to be participants in the solicitation of proxies from Intellisync’s stockholders with respect to the acquisition. A description of any interests that Intellisync’s officers and directors have in the acquisition will be available in the proxy statement. In addition, Nokia may be deemed to be participating in the solicitation of proxies from Intellisync’s stockholders in favor of the approval of the acquisition. Information concerning Nokia’s directors and executive officers is set forth in Nokia’s proxy material for its 2005 annual general meeting, which was filed with the SEC on February 14, 2005, and Nokia’s 2004 annual report on Form 20-F filed with the SEC on March 8, 2005. These documents are available free of charge at the SEC’s web site at www.sec.gov and the Form 20-F for 2004 also by going to Nokia’s Investor Relations page on its corporate website at www.nokia.com.
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