UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A INFORMATION

(RULE 14A-101)

 

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.     )

 

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Filed by a Party other than the Registrant  o

 

Check the appropriate box:

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Preliminary Proxy Statement

o

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o

Definitive Proxy Statement

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Definitive Additional Materials

ý

Soliciting Material Pursuant to §240.14a-12

 

INTELLISYNC CORPORATION

(Name of Registrant as Specified In Its Charter)

 

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

(1)

Title of each class of securities to which transaction applies:

 

 

 

 

(2)

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(3)

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$

 

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$

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

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Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.



 

 

Filed by Intellisync Pursuant to Rule 14a-12

 

Under the Securities Exchange Act of 1934

 

Subject Company: Intellisync

 

Commission File No.: 0-21709

 

 

 

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The Acquisition of Intellisync

 

November 16, 2005

 

[LOGO]

 

© 2005 Nokia

 

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Safe Harbor

 

                  It should be noted that certain statements herein which are not historical facts, including, without limitation, those regarding: A) benefits of the proposed merger, synergies of the proposed acquisition, 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”, “accelerate”, “broaden”, “extend”, “provide support”, “provide growth potential” 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.

 

                  Nokia and Intellisync undertake no obligation and do not intend to update these forward-looking statements to reflect events or circumstances occurring after this press release.  You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release.  All forward-looking statements are qualified in their entirety by this cautionary statement.

 

2



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 2004 annual report on Form 20-F filed with the SEC on March 8, 2005. This document is available free of charge at the SEC’s web site at www.sec.gov or by going to Nokia’s Investor Relations page on its corporate website at www.nokia.com..

 

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The acquisition of Intellisync

 

[LOGO]

 

[LOGO]

 

 

 

Dave Grannan

 

Rip Gerber

GM, Mobility Solutions

 

CMO & General Manager

Enterprise Solutions

 

Intellisync Corporation

 

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Nokia’s drive for growth and expansion

 

Mobile Phones

 

 

 

Multimedia

 

 

 

 

 

Expand mobile voice

 

 

 

Drive consumer multimedia

 

 

 

 

 

 

 

Networks

 

 

 

 

 

 

 

 

 

Bring extended mobility to the enterprise

 

 

 

 

 

 

 

 

 

Enterprise Solutions

 

 

 

5



Nokia’s Enterprise Strategy

 

Connecting people

 

over any network

 

to corporate

applications and

information

 

 

 

 

 

 

 

 

 

[GRAPHIC]

 

[GRAPHIC]

 

[GRAPHIC]

 

 

 

 

 

Devices

 

Enabling secure

connectivity

 

Enabling mobileware

applications

 

 

 

6



Focused efforts

 

Understanding our customers’ challenges and needs

[GRAPHIC]

 

 

Building a software business

 

 

 

•     Nokia Business Center

 

 

 

•     Advanced voice solutions

 

 

Growing our security business

 

 

Evolving our device portfolio with launch of the Nokia Eseries

 

 

 

•     Device platform that services the needs of both individuals and the IT departments that support them

 

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Nokia at the forefront enterprise mobility

 

              We expect that Intellisync will accelerate our ability to capitalize on the uptake of mobile applications in the enterprise

 

              We expect that Intellisync will broaden our customer base and provide technologies that help build the foundation for mobilizing applications beyond email

 

Nokia

 

Intellisync

      Mobility

      Security

      Voice

      Channels

 

      Multi-device, multi-platform support

      Carrier and enterprise penetration

      Skilled workforce

 

 

 

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What Intellisync Does

 

[LOGO]

 

[GRAPHIC]

 

The #1 Platform-Independent
Wireless Messaging Company
in the World

 

Intellisync is recognized as a global leader in

wireless messaging and mobility applications by providing the best mobile experience over the widest array of platforms.

 

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“Powered By Intellisync™” = Mobile Ubiquity

 

[LOGO]

 

Security

& Device Mgmt.

 

 

Apps

 

Devices

 

Data

 

[GRAPHIC]

Email . . . PIM . . .
 “Office In Your Phone”…

File Sync . . . Device Mgmt….

App Mobilization . . . Security…

Data/App Sync . . . Systems Mgmt.

[LOGO]

 

 

 

Any Device

Any Application

Any Data Source

 

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Intellisync Software Leads Across The Mobile Markets

 

[LOGO]

 

                  A leader in true push wireless email

 

                  #1 leader in PIM sync

 

                  #2 leader in mobile email

 

                  Pre-provisioned on many new devices

 

                  IM integrated with email = presence & control

 

1                 Messaging (Email)

 

                  Platform-agnostic leader in device management

 

                  Mobile systems mgmt tools easy-to-use, deploy

 

                  Highest mobile security levels available

 

                  Key carrier differentiator for device deployments

 

2                 Security and Device Management

 

                  File and Data Sync

 

                  Mobilizes any corporate database (e.g., CRM)

 

                  Largest mobile app deployments in the enterprise

 

                  Embedded in leading enterprise software platforms

 

3                 Mobilizing Enterprise Applications

 

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Nokia and Intellisync expected synergies – product portfolio

 

 

 

 

 

 

Mobilizing

 

 

 

 

[LOGO]

Integrated

 

Security &

 

Enterprise

 

 

 

 

 

Messaging

 

Device Mgmt

 

Applications

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Enabling

 

Enabling

 

 

 

 

[LOGO]

 

 

Secure

 

Mobileware

 

Devices

 

Services

 

 

 

Connectivity

 

Applications

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Firewalls

 

Email

 

 

 

 

 

 

 

IP/SSL VPN

 

Voice

 

 

 

 

 

 

 

Mobile VPN

 

 

 

 

 

 

 

12



Nokia Enterprise Solutions and Intellisync expected synergies

 

Nokia

 

Intellisync

Carrier

 

Software sales force

Enterprise

+

Multi-device support

Distributors /Resellers

 

Multi-platform support

System Integrators

 

 

 

13



Transaction summary

 

Transaction value

                  Under the terms of the agreement, Intellisync stockholders will receive $5.25 per share in cash for each Intellisync common share

                  This implies an enterprise value of approximately USD 430 million or approximately EUR 368 million (on a fully-diluted basis)

 

 

Expected closing

                  The transaction is expected to be completed in the first quarter of 2006.

 

14



Summary

 

Acquisition is expected to:

 

 

 

•     Enhance mobile software solutions for our customers

[LOGO]

 

 

 

•     Provide support for multiple device vendors and platforms

 

 

 

•     Provide business growth potential

 

 

Nokia at the forefront of enterprise mobility

 

 

Together, a collective market force

 

 

For further information, visit www.nokia.com

[LOGO]

 

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 or by going to Nokia’s Investor Relations page on its corporate website at www.Nokia.com.

 

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