ACCESS to acquire PalmSource

ACCESS Co., Ltd., a global provider of mobile content delivery and Internet access software, and PalmSource, Inc., provider of Palm OS, a leading operating system powering next generation phones and mobile devices, today announced they have signed a definitive agreement for ACCESS to acquire PalmSource in an all-cash transaction valued at USD $18.50 per share of PalmSource common stock , or approximately USD $324.3 million (approximately  %35.9 billion). ACCESS’ USD $18.50 per share offer represents an 83% premium for PalmSource stockholders based on the market closing price of USD $10.09 on September 8, 2005. 

The acquisition of PalmSource is expected to further extend ACCESS’ leadership as a provider of mobile content delivery and Internet access software for mobile devices worldwide. The combination of Palm OS with ACCESS’ software products is expected to give ACCESS one of the broadest lines of mobile software in the industry, as well as extend its market opportunity. With this acquisition, ACCESS gains operating system platform expertise and Linux development resources for mobile devices in the U.S., France and China.

“PalmSource is a global leader in mobile device software and the developer of the well known Palm OS operating system,” said Toru Arakawa, CEO of ACCESS. “The PalmSource family of software products which run on over 39 million devices, and the PalmSource community of approximately 400,000 mobile application developers, provide an established worldwide mobile software platform. In addition, PalmSource’s earlier acquisition of China MobileSoft, a developer of Linux technology, provides the foundation to promote Linux-based platforms for mobile devices. By combining ACCESS’ robust NetFront browser platform and its proven business relationships with PalmSource’s advanced operating system, application portfolio, user interface and developer communities, we will be able to produce a comprehensive yet flexible solution for the mobile market.”

“We are very excited about joining forces with ACCESS to help create a leading provider of software for the mobile market, ” said Patrick McVeigh, interim CEO of PalmSource. “We believe the customer and technology synergies of the combined companies will open up new market opportunities for both companies worldwide.”

The merger agreement has been approved by the board of directors of each of ACCESS Co., Ltd. and PalmSource, Inc. The acquisition is expected to be completed by the end of 2005 calendar year, pending regulatory approval and the approval of PalmSource’s shareholders. PalmSource plans to file a proxy statement with the Securities and Exchange Commission and schedule the date of a special meeting of stockholders to vote on the transaction. Jefferies Broadview, a division of Jefferies & Company, Inc., acted as financial advisor to PalmSource, while Credit Suisse First Boston LLC advised ACCESS on the deal.