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Sybase Signs Definitive Agreement to Acquire Mobile 365

Acquisition Will Make Sybase the Number One Provider of Mobile Messaging and Content Delivery
DUBLIN, Calif. — September 5, 2006 — Sybase, Inc. (NYSE: SY), a leading provider of enterprise infrastructure and mobile software, today announced that it has signed a definitive agreement to acquire Mobile 365, the global leader in mobile messaging and content delivery, in an all cash transaction. The purchase price set forth in the definitive agreement is $425 million, which is subject to adjustment based on Mobile 365’s working capital as of the closing date. Net of acquired cash, the transaction is valued at approximately $400 million. The transaction is expected to close in the fourth quarter of 2006, subject to regulatory approvals and other specified closing conditions. Headquartered in Chantilly, Virginia, Mobile 365 is privately held and backed by leading venture capital firms including Draper Fisher Jurvetson, Draper Atlantic Venture, 3i Technology Partners, Institutional Venture Partners, and Mayfield.

For its fiscal year ended March 31, 2006, Mobile 365 generated approximately $90 million in revenue. Sybase expects the acquisition to be accretive to pro forma earnings within 12 months following the close of the transaction.

Mobile 365 delivers mobile data and messaging, premium content, and value-added services for the leading mobile operators, content providers, global brands, media companies, and financial institutions worldwide. The company’s core products and services include interoperability services, interactive services, and distribution services. Mobile 365 is the global leader in mobile interoperability messaging, including SMS, WAP, MMS, and Instant Messaging. At the core of its offering is an operator-grade network that is the most extensive, private network for mobile messaging available. Mobile 365 delivers more than 3 billion messages per month and has approximately 700 connections into mobile operators around the world, including Verizon Wireless, Vodafone, T-Mobile, Cingular, Telefonica, and China Mobile.

Through this extensive network of carriers and unmatched global footprint, Mobile 365 also enables the world’s leading content providers, media companies, and global brands to mobilize their content and applications, such as voting, live event contests, broadcasts, and mobile alerts, to consumers around the globe. Companies like Citibank, Yahoo!, MSN, AOL, and Sony Pictures use Mobile 365’s platform to ensure messages and marketing campaigns are successfully delivered and related revenue is quickly processed.

“This acquisition extends our Unwired Enterprise vision with the addition of two new enterprise channels — wireless carriers and content providers — making Sybase the leading mobile enterprise software and services provider in the world,” said John Chen, Sybase chairman, CEO and president. “The mobile messaging market in the U.S. alone is expected to grow to $7.5 billion by 2008. Getting closer to this exploding mobile market through carriers is a key extension of our Unwired Enterprise strategy. Mobile 365 brings unparalleled breadth and depth of carrier relationships and the largest mobile messaging and content delivery platform, solidly positioning Sybase between carriers, global brands and mobile content.”

“Given Sybase’s leadership in enterprise mobility, this acquisition is a perfect fit. With Mobile 365’s technology, Sybase can now deliver any mobile message or application to any handset—anytime, anywhere,” said Mike Daniels, Mobile 365 executive chairman. “We are pleased to provide Sybase an extensive carrier channel with connections into approximately 700 operators, a portfolio of leading financial, media and entertainment customers, and new opportunities to leverage its AvantGo® and mFolio™ services as well as its data analytics capabilities to meet customer demand for more robust analytics of wireless data traffic.”

Following the closing of the transaction, Mobile 365 will operate as Sybase Mobile 365, a wholly-owned subsidiary. The new subsidiary will be led by Marty Beard, Sybase’s senior vice president of corporate development and marketing, who will be named president of Sybase Mobile 365. “Through our combined footprint, products, operator-grade network, and content and application delivery infrastructure, the acquisition of Mobile 365 extends our reach into mobile enterprise customers worldwide by augmenting our current direct and indirect channels with an extensive carrier channel and robust ASP delivery platform,” said Beard.

Investor Conference Call and Webcast Information
Investors are invited to listen to a live audio Webcast with Sybase chairman, CEO and President John Chen and CFO Pieter Van der Vorst to discuss the agreement to acquire Mobile 365. The call and simultaneous Webcast is scheduled to begin at 5:30 a.m., Pacific Time/8:30 a.m. Eastern Time, on Wednesday, September 6, 2006. To access the live Webcast, please visit www.fulldisclosure.com or Sybase’s Website at www.sybase.com at least 20 minutes prior to the call to download any necessary audio or plug-in software. A telephone replay will be available approximately two hours after the conference call ends and will be available until 10:00 p.m. Pacific Time on September 13, 2006. To access the replay, please dial (888) 203-1112 for domestic access and +1 719 457 0820 for international callers; the access code for the telephone replay is #5585480. Additionally, the archived Webcast will be available through October 7, 2006 at http://www.sybase.com/about_sybase/investorrelations.

Investor Relations Contacts:
Charlie Chen
Sybase Investor Relations
+1 925 236 6015
charles.chen@sybase.com

Lynne Farris
Sybase Investor Relations
+1 925 236 8797
lynne.farris@sybase.com

About Mobile 365
Delivering 3.5 billion messages per month, Mobile 365 leads the world in the global delivery and settlement of mobile messaging and data services, including SMS, MMS, and WAP. With reach to nearly 700 mobile operators around the world, Mobile 365 is at the forefront of mobile interoperability messaging and the distribution of premium content and value-added services. Headquartered outside of Washington, D.C., Mobile 365 has offices in Beijing, Guangzhou, Hamburg, Hong Kong, Johannesburg, Kuala Lumpur, London, Madrid, Mexico City, Milan, New Delhi, Paris, San Francisco, Shanghai, Singapore, Sydney, and Taipei. Major operator customers include Verizon Wireless, Vodafone, Cingular Wireless, T-Mobile, Telcel, Orange, Telefonica, O2, China Mobile, China Unicom, Hutchison, and Amena. Major brand customers include Skype, Volvo, Sony Pictures, MSN, Citibank, Siemens, Ogilvy, Yahoo!, and Dunkin’ Donuts. For more information, visit: www.mobile365.com.

About Sybase, Inc.
Sybase is the largest global enterprise software company exclusively focused on managing and mobilizing information from the data center to the point of action. Sybase provides open, cross-platform solutions that securely deliver information anytime, anywhere, enabling customers to create an information edge. The world’s most critical data in commerce, communications, finance, government and healthcare runs on Sybase. For more information, visit the Sybase Web site: http://www.sybase.com.

Sybase®, AvantGo® and mFolio™ are trademarks of Sybase, Inc.® Indicates registration in the United States of America. All other company or product names mentioned may be trademarks of the respective companies with which they are associated.

Forward-Looking Statements:
Statements concerning the benefits of Sybase’s acquisition of Mobile 365, future industry and company growth, anticipated accretive impact on Sybase’s earnings and Sybase’s plans following completion of the acquisition are by nature “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) that involve a number of uncertainties and risks and cannot be guaranteed. Factors that could cause actual events or results to differ materially include the risk that the acquisition may not be consummated in a timely manner, if at all, risks related to the successful offering of the combined companies products and services, risks that the expected synergies resulting from the transaction will not materialize or will be less than anticipated, risks related to unanticipated integration costs and successful employee retention, rapid technological changes, competitive factors and other risks concerning Sybase and its operations that are detailed in Sybase’s periodic filings with the SEC, including its most recent filings on Form 10-K and Form 10-Q.

Lorna Fernandes
Sybase Public Relations
+1 925 236 4107
lorna.fernandes@sybase.com

Melissa Sheridan
Citigate Cunningham for Sybase, Inc.
+1 415 618 8783
msheridan@citigatecunningham.com

Sybase - Press Release