MobileInfocenter

PalmSource Acquired By ACCESS

PalmSource LogoACCESS Inc, a Tokyo-based company that develops mobile Internet software, said it will acquire PalmSource, for as much as 35.8 billion yen ($324 million) in an all cash deal.

ACCESS said in a release that it will make PalmSource a wholly owned subsidiary to expand applications for mobile phones.

Access LogoThe 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, the company said in a release.

ACCESS' $18.50 per share offer represents an 83% premium for PalmSource stockholders based on the market closing price of $10.09 on September 8, 2005.

"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."

Ed Colligan, Palm, Inc. president and chief executive officer said, "Palm's award-winning user experience and application expertise, combined with ACCESS' leading software development capabilities, will allow us to continue to deliver great products for our customers. ACCESS is currently a software technology partner and we look forward to continuing our strong working relationship to advance the Palm OS platform."

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.

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An 83% Premium???

Gekko @ 9/9/2005 1:07:23 AM # Q

They're either the dumbest people in the world or the smartest people in the world.

-----

ACCESS to Extend Leadership in Mobile Device Software with Acquisition of PalmSource
Friday September 9, 12:30 am ET
Acquisition Broadens ACCESS Product Portfolio

TOKYO, Japan and SUNNYVALE, Calif., Sept. 9 /PRNewswire-FirstCall/ -- ACCESS Co., Ltd., (Tokyo Stock Exchange: 4813), a global provider of mobile content delivery and Internet access software, and PalmSource, Inc. (Nasdaq: PSRC - News), provider of Palm OSģ, 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.



RE: An 83% Premium???
PenguinPowered @ 9/9/2005 1:13:52 AM # Q
Or people with money to burn...

Sayonara...
Gekko @ 9/9/2005 1:27:12 AM # Q

Oyasuminasai!


RE: An 83% Premium???
hkklife @ 9/9/2005 1:27:14 AM # Q
Well, at least something better than WebPro & Blazer will likely come out of this!! Off to bed now...further ruminations on this in the morning!

I wonder how long this has been in the works--looks like the Voice WAS right after all...but these guys came outta NOWHERE! I wonder what a move like this will do to Palm's Linux ramp-up?

RE: An 83% Premium???
PenguinPowered @ 9/9/2005 1:31:24 AM # Q
> I wonder how long this has been in the works--looks like the
> Voice WAS right after all...

Huh? Skippy predicted that PALM would buy PalmSource. He never once mentioned any other possible buyer.

> but these guys came outta NOWHERE!

Not, nowhere. That's where godzilla come from. These guys came from Tokyo.

> I wonder what a move like this will do to Palm's Linux
> ramp-up?

My SWAG: nothing.

It takes a long time for corporate buy-outs to be approved by the respective boards, stock holders and regulators. Then it takes a time for the buy out to actually happen. Then the borged^wbought company has to be digested by the buying company.



RE: An 83% Premium???
hkklife @ 9/9/2005 1:35:23 AM # Q
Ok, time to clarify:

Voice said the PalmSource acquisition was IMMINENT. Weren't we just debating last weekend whether Monday was "this" week or "next week"? But, yes, I am aware that he--nor any of the other online pundits/oracles--never mentioned any other potential buyers other than Palm themselves.

"Came outta nowhere"=the rumor mill didn't churn in the SLIGHTEST prior to this announcement hitting the wire.

What have these guys done of recent note aside from the various Netfront products? They're not some spin-off, subsidiary, or even just deeply in cahoots with NTT DoCoMo, are they?


RE: Sayanora
PenguinPowered @ 9/9/2005 1:38:45 AM # Q
ohayo gozaimasu

The bell tolls for Palm.
The_Voice_of_Reason @ 9/9/2005 1:42:10 AM # Q
Well, at least something better than WebPro & Blazer will likely come out of this!! Off to bed now...further ruminations on this in the morning!

I wonder how long this has been in the works--looks like the Voice WAS right after all...but these guys came outta NOWHERE! I wonder what a move like this will do to Palm's Linux ramp-up?

hkklife, I was predicting Palm would be behind the takeout, since owning PalmOS is the only way Palm could ensure its longterm survival. I assume the price was too rich for Palm to counter with a white knight stock-for-stock move. And since - as I've posted before - Palm has its rights to PalmOS locked up anyway, in some ways it doesn't matter in the short term that they've now lost control of PalmOS.

Ultimately, this means the end of Palm as a PalmOS company and the deal also seals Palm's fate, since it will not survive for long as Just Another WinMob Licensee.

How tragic.

TVoR


Had I theoretically bought 10,000 shares a week ago when the buyout rumors started, I would have just made $100,000. Sweet.


------------------------
Sony CLIE UX100: 128 MB real RAM, OLED screen. All the PDA anyone really ever wanted.
------------------------

The Palm eCONomy = Communismô

The Great Palm Swindle: http://www.palminfocenter.com/comment_view.asp?ID=7864#108038

How PalmSource is REALLY doing: http://www.palminfocenter.com/comment_view.asp?ID=8026#110958

RE: An 83% Premium???
PenguinPowered @ 9/9/2005 1:54:09 AM # Q
> Voice said the PalmSource acquisition was IMMINENT.

Skippy said it was anytime from now through the middle of next year.

> Weren't we just debating last weekend whether Monday
> was "this" week or "next week"? But, yes, I am aware that he--
> nor any of the other online pundits/oracles--never mentioned
> any other potential buyers other than Palm themselves.

Actually, I mentioned several. I even expressed concern over skippy's possible anguish if someone other than Palm bought PalmSource. ;)

> "Came outta nowhere"=the rumor mill didn't churn in the
> SLIGHTEST prior to this announcement hitting the wire.

You need a better rumor mill. ;)

> What have these guys done of recent note aside from the
> various Netfront products?

nothing that i know about.

> They're not some spin-off, subsidiary, or even just deeply
> in cahoots with NTT DoCoMo, are they?

Not as far as I can tell looking around tonight.

They seem to be in a hurry, though. The press release on their site indicates that they intend to finish the merger before the end of December, which is incredibly fast for an international buy out.

RE: An 83% Premium???
PenguinPowered @ 9/9/2005 3:43:46 AM # Q
> And since - as I've posted before - Palm has its rights to
> PalmOS locked up anyway

I can't recall Skippy. Did you post that Palm has its right all locked up before or after you posted that ALL licenses would be VOID (your emphasis) if PalmSource was bought out.

Is this how you get your great prediction success rate? By predicting enough outcomes that at least one of them has to be likely? Very droll, Skippy.

> Had I theoretically bought 10,000 shares a week ago when the
> buyout rumors started, I would have just made $100,000. Sweet.

A week ago? Skippy, you've been trying to get a buyout rumor started ferever. Anyway, had you bought on the 2nd, (that's a week ago,) you'd have paid right around $10.60 a share. If you sold today, you'd have lost roughly $0.60 a share, so, not counting your fees, you'd have just lost $60,000.

Now had you bought on 23 Aug and held out for the six months or so it'll take for you to sell to ACCESS _and_ the deal goes through, you'd gross $100K before short term capital gain taxes, less your trade fees.

RE: An 83% Premium???
rkevwill @ 9/9/2005 11:11:55 AM # Q
ummmm check the price today. Its over 17 bucks

RE: An 83% Premium???
arp @ 9/9/2005 11:27:34 AM # Q
> Then the borged^wbought company has to be digested by the buying company.

I'm not sure I like the sound of that...

--
http://www.arpx.net/article.php/top_10_palmos_applications - my top 10 palm apps

RE: An 83% Premium???
Dr Opinion @ 9/9/2005 6:44:03 PM # Q
> "in some ways it doesn't matter in the short term that they've now lost control of PalmOS"

The-Voice-of-Dumbness is apparently a m$ shill, and not the sharpest pencil in the pack to boot. Palm "lost control of the PalmOS" when they originally divested PalmSurce.

That was the entire point!

I mean, duh! :)

------
"People who like M$ products tend to be insecure crowd-following newbies lacking in experience and imagination."

RE: An 83% Premium???
Gekko @ 9/9/2005 7:04:59 PM # Q
DrOpinion - as the corpse gets colder, please tell us how it can get up dance.

RE: An 83% Premium???
The_Voice_of_Reason @ 9/9/2005 9:49:55 PM # Q
> And since - as I've posted before - Palm has its rights to
> PalmOS locked up anyway

I can't recall Skippy. Did you post that Palm has its right all locked up before or after you posted that ALL licenses would be VOID (your emphasis) if PalmSource was bought out.

Actually, I posted links to (and analysis of) the 8-KA outlining how Palm was covering its a$$ in case PalmSource was sold to someone else. You need to go back and READ the threads in question before making more retarded statements like that, Marty. As usual your attempts to obfuscate are somewhat quaint in their child-like amateurishness.

Mr. Fouts, as usual you're not making much sense.

> Had I theoretically bought 10,000 shares a week ago when the
> buyout rumors started, I would have just made $100,000. Sweet.

A week ago? Skippy, you've been trying to get a buyout rumor started ferever. Anyway, had you bought on the 2nd, (that's a week ago,) you'd have paid right around $10.60 a share. If you sold today, you'd have lost roughly $0.60 a share, so, not counting your fees, you'd have just lost $60,000.

Now had you bought on 23 Aug and held out for the six months or so it'll take for you to sell to ACCESS _and_ the deal goes through, you'd gross $100K before short term capital gain taxes, less your trade fees.

More lies from Marty. Isn't that a surprise...

And more bizarre Marty Math.

Thanks for sharing, Bubba. Don't quit your day job.

TVoR


------------------------
Sony CLIE UX100: 128 MB real RAM, OLED screen. All the PDA anyone really ever wanted.
------------------------

The Palm eCONomy = Communismô

The Great Palm Swindle: http://www.palminfocenter.com/comment_view.asp?ID=7864#108038

How PalmSource is REALLY doing: http://www.palminfocenter.com/comment_view.asp?ID=8026#110958

RE: An 83% Premium???
The_Voice_of_Reason @ 9/9/2005 10:03:46 PM # Q
Is this how you get your great prediction success rate? By predicting enough outcomes that at least one of them has to be likely? Very droll, Skippy.


Mr. Fouts, as usual you're not making much sense. reading comprehension is apparently not something you do very well at.

------------------------
Sony CLIE UX100: 128 MB real RAM, OLED screen. All the PDA anyone really ever wanted.
------------------------

The Palm eCONomy = Communismô

The Great Palm Swindle: http://www.palminfocenter.com/comment_view.asp?ID=7864#108038

How PalmSource is REALLY doing: http://www.palminfocenter.com/comment_view.asp?ID=8026#110958

RE: An 83% Premium???
PenguinPowered @ 9/9/2005 10:07:24 PM # Q
>> I can't recall Skippy. Did you post that Palm has its right
>> all locked up before or after you posted that ALL licenses w
>> ould be VOID (your emphasis) if PalmSource was bought out.

> Actually, I posted links to (and analysis of) the 8-KA
> outlining how Palm was covering its a$$ in case PalmSource
> was sold to someone else.

Indeed you did Skippy. You posted it in the same thread that _you_ labeled with the claim that ALL licenses would be VOID if PalmSource was bought out.

It was fun to watch you back pedal then. It's fun to watch you deny the back pedaling now.



Marty Fouts
Lead Linux Lizard
PalmSource Core Technology Department

Marty, Marty, Marty... Mendacity is your middle name.
The_Voice_of_Reason @ 9/9/2005 10:56:44 PM # Q
>> I can't recall Skippy. Did you post that Palm has its right
>> all locked up before or after you posted that ALL licenses w
>> ould be VOID (your emphasis) if PalmSource was bought out.

> Actually, I posted links to (and analysis of) the 8-KA
> outlining how Palm was covering its a$$ in case PalmSource
> was sold to someone else.

Indeed you did Skippy. You posted it in the same thread that _you_ labeled with the claim that ALL licenses would be VOID if PalmSource was bought out.

It was fun to watch you back pedal then. It's fun to watch you deny the back pedaling now.

Marty Fouts
Lead Linux Lizard
PalmSource Core Technology Department

http://www.palminfocentre.com/comment_view.asp?ID=8042#111393

Marty, dearest: your FUD, misdirections and untruthfulness are now reaching toward epic proportions unseen here since the late Michael Mace. (You now DO know who Michael Mace is, right Marty? I believe you previously claimed to have no knowledge of who he was.)

It's nice to see you at least finally admitting who you are. Did Dianne Hackborn biotchslap you until you agreed to stop your silly little "anonymous insider" charade?

Keep posting more of your steady stream of drivel here, Mr. Fouts. And remember: we're not laughing WITH you, we're laughing AT you.


TVoR



------------------------
Sony CLIE UX100: 128 MB real RAM, OLED screen. All the PDA anyone really ever wanted.
------------------------

The Palm eCONomy = Communismô

The Great Palm Swindle: http://www.palminfocenter.com/comment_view.asp?ID=7864#108038

How PalmSource is REALLY doing: http://www.palminfocenter.com/comment_view.asp?ID=8026#110958

RE: An 83% Premium???
PenguinPowered @ 9/10/2005 1:35:15 AM # Q
Um, Nope, Skippy, got that wrong as well. It's Joseph.

Thanks for playing, though.

> Marty, dearest: your FUD, misdirections and untruthfulness
> are now reaching toward epic proportions unseen here since
> the late Michael Mace. (You now DO know who Michael Mace is,
> right Marty? I believe you previously claimed to have no
> knowledge of who he was.)

Um, Skippy, you're confused again. All I did was point out, correctly, that you've claimed both that PalmSource licenses were voided if PalmSource was bought, _and_ that they weren't. That's not FUD, misdirection, nor untruthfulness.

And no, I still have no idea who Michael Mace is; other than someone you seem to have a fetish for.


Marty Fouts
Lead Linux Lizard
PalmSource Core Technology Department

RE: An 83% Premium???
The_Voice_of_Reason @ 9/10/2005 7:20:44 AM # Q
It's reassuring to know that someone like you is helping develop PalmOS, Marty. Now I'll understand why it is that PalmOS 5 will ultimately be remembered as the platform's apogee.

With you on board, no doubt Apollo will soon be crash landing into the Sea of Red Ink. Take care, Marty.


TVoR



------------------------
Sony CLIE UX100: 128 MB real RAM, OLED screen. All the PDA anyone really ever wanted.
------------------------

The Palm eCONomy = Communismô

The Great Palm Swindle: http://www.palminfocenter.com/comment_view.asp?ID=7864#108038

How PalmSource is REALLY doing: http://www.palminfocenter.com/comment_view.asp?ID=8026#110958

Reply to this comment

Un****ingbelievable.

The_Voice_of_Reason @ 9/9/2005 1:25:40 AM # Q
I didn't believe this when I heard this on the weekend. This pretty much confirms that the PalmOS platform as we knew it is dead. White knight Palm was either asleep at the wheel or evidently has decided to become Just Another WinMob Licensee. While it's nice to hear PalmSource may be rescued by a company that might actually provide the necessary resources to accelerate PalmLinux development and make it into a viable smartphone OS by 2006, I'll believe it when I see it.

I am truly speechless.

P.S. Ka-Ching!

------------------------
Sony CLIE UX100: 128 MB real RAM, OLED screen. All the PDA anyone really ever wanted.
------------------------

The Palm eCONomy = Communismô

The Great Palm Swindle: http://www.palminfocenter.com/comment_view.asp?ID=7864#108038

How PalmSource is REALLY doing: http://www.palminfocenter.com/comment_view.asp?ID=8026#110958

RE: Un****ingbelievable.
hkklife @ 9/9/2005 1:41:58 AM # Q
Voice;

Good to see you back & posting. I wouldn't want to have missed out on your insight as this trainwreck unfolds for anything!!

Man, '06 is somehow shaping up to be even more grim than I anticipated it being.

RE: Un****ingbelievable.
chicken_tandoori @ 9/9/2005 1:43:58 AM # Q
actually voice... you said it before i even managed to log in.

maybe this really is a good sign. better people replacing the clueless ones at PS.

ha ha!

RE: Un****ingbelievable.
The_Voice_of_Reason @ 9/9/2005 1:57:28 AM # Q
Voice;

Good to see you back & posting. I wouldn't want to have missed out on your insight as this trainwreck unfolds for anything!!

Man, '06 is somehow shaping up to be even more grim than I anticipated it being.

Thanks, hkklife. I expected the buyout, but was certain Palm was going to be the winner, with another Handspring-style stock-for-stock move. I think Palm just got outflanked and has now lost control over the only thing that matters: PalmOS. While the bogus "split" of Palm a few years ago was a very clever move for reasons I've previously documented, that corporate gamesmanship has now come back to bite Palm in the a$$.

When you think about how valuable a property PalmOS is (last time I checked, there weren't exactly a lot of PDA OSes out there with huge application libraries and developer communities), to allow PalmOS to be swiped by Access is a major blunder.

TVoR

------------------------
Sony CLIE UX100: 128 MB real RAM, OLED screen. All the PDA anyone really ever wanted.
------------------------

The Palm eCONomy = Communismô

The Great Palm Swindle: http://www.palminfocenter.com/comment_view.asp?ID=7864#108038

How PalmSource is REALLY doing: http://www.palminfocenter.com/comment_view.asp?ID=8026#110958

RE: Un****ingbelievable.
PenguinPowered @ 9/9/2005 1:57:56 AM # Q
> This pretty much confirms that the PalmOS platform as we knew
> it is dead.

Ah, good to see Skippy's still confused. This confirms no such thing. Well, I guess that depends on what you mean by 'as we knew it'. If you mean Garnet's dead, than we agree.

> White knight Palm was either asleep at the wheel or evidently
> has decided to become Just Another WinMob Licensee.

Maybe. Be patient. If they do, they're on a short road to a dead end.

> While it's nice to hear PalmSource may be rescued by a
> company that might actually provide the necessary resources
> to accelerate PalmLinux development and make it into a viable
> smartphone OS by 2006, I'll believe it when I see it.

Nah. Mergers take time. Although ACCESS' press release on their web site says they plan to finish merging by the end of December, that'd be very impressive speed for an international takeover. You can pretty much figure that ACCESS won't have much direct impact, other than to cause confusion among the PalmSource troops, until mid-late '06.

> I am truly speechless.

;)


RE: Un****ingbelievable.
The_Voice_of_Reason @ 9/9/2005 2:14:00 AM # Q
> This pretty much confirms that the PalmOS platform as we knew
> it is dead.

Ah, good to see Skippy's still confused. This confirms no such thing. Well, I guess that depends on what you mean by 'as we knew it'. If you mean Garnet's dead, than we agree.

PalmOS 5 is toast. As a foundation for smartphones it's far too kludgy to be taken seriously. The value of PalmSource is in providing an (almost) turnkey OS for smartphones that already has a huge app library waiting to be leveraged (or more accurately, "3xpl0It3d"). Even though PalmLinux development is still in its infancy (I expect PalmLinux will not be ready for Prime Time for at least two more years) it still beats trying to create a platform from scratch. Maybe.

> White knight Palm was either asleep at the wheel or evidently
> has decided to become Just Another WinMob Licensee.

Maybe. Be patient. If they do, they're on a short road to a dead end.

$325 million is $75 million more than I thought PalmSource would get. That price is (arguably) ridiculous, given how primitive PalmLinux currently is and that a lot can happen in the 2 years it will take to get PalmLinux to market. If Motorola or Nokia et. al. succeed in their Linux initiatives and get developer support (and if Java reaches its potential), PalmLinux may end up being the answer to a question no one is asking in 2007.

[And no, Marty - Cobalt won't cut it for Palm in the interim as we wait for PalmLinux. WinMob Treos will signal the death of the PalmOS platform as we knew it.]


> While it's nice to hear PalmSource may be rescued by a
> company that might actually provide the necessary resources
> to accelerate PalmLinux development and make it into a viable
> smartphone OS by 2006, I'll believe it when I see it.

Nah. Mergers take time. Although ACCESS' press release on their web site says they plan to finish merging by the end of December, that'd be very impressive speed for an international takeover. You can pretty much figure that ACCESS won't have much direct impact, other than to cause confusion among the PalmSource troops, until mid-late '06.

Again, PalmLinux in 2007 seems realistic, but with the competition not exactly standing still, I would not be surprised to find PalmLinux greeted by yawns and developer indifference in 2007. The release of a slew of Cobalt devices ASAP is needed to keep PalmOS app developers from letting the platform wither, but what I've seen of Cobalt running on real hardware has been disappointing - to put it mildly.

> I am truly speechless.

;)

Well, not really.

TVoR


------------------------
Sony CLIE UX100: 128 MB real RAM, OLED screen. All the PDA anyone really ever wanted.
------------------------

The Palm eCONomy = Communismô

The Great Palm Swindle: http://www.palminfocenter.com/comment_view.asp?ID=7864#108038

How PalmSource is REALLY doing: http://www.palminfocenter.com/comment_view.asp?ID=8026#110958

RE: Un****ingbelievable.
The_Voice_of_Reason @ 9/9/2005 3:15:57 AM # Q
http://www.access.co.jp/press/050909.html

2005.09.09

ACCESS subsidiary company and United States PalmSource and Inc. With the news regarding merger


--------------------------------------------------------------------------------

Corporation ACCESS (head office: The Tokyo Chiyoda Ku, Representative President: Arakawa Toru, below "ACCESS") and are its complete subsidiary company United States Apollo Merger Sub and Inc. which (Head office: Delaware state, below "Apollo Merger Sub"), Apollo Merger Sub for the American portable equipment is installed in the board of directors both of 2005 September 9th opening, and are the OS production major company PalmSource and Inc. which (Head office: California state, CEO: Because Patrick McVeigh and below "the PalmSource" or "object company") by the fact that it absorbs combines, the effect which designates PalmSource as the complete subsidiary company of ACCESS substantially it resolved respectively, as mentioned below we inform.

Description
1. Reason of merger
PalmSource installs for the portable equipment and it is the American major software development company which does the development and license offer of PalmOS which is OS. PalmOS, to presently the license is offered Palm make PDA, Sony make PDA CLIE, by Samsung and Kyocera, etc. has possessed the abundant result of the PalmOS on-board terminal shipment quantity 3,900 ten thousand units and the Palm application community etc. which exceeds 40 ten thousand.
In addition, PalmSource acquires the Linux technology which is optimum to the portable telephone via the purchase of 2005 January China MobileSoft, presently we are advancing the development of Linux based PalmOS. Because of this, the user interface where PalmOS is superior, the software framework and various applications, the Palm OS user and the developer community etc., are related with the Linux community, are thought the thing which produces big effect on future market expansion.

As for ACCESS, PalmSource possesses by the to complete subsidiary company converting PalmSource substantially, the user interface which is superior, application, to take in the developer community, for the portable telephone those which can assure the substantial expansion of application we have expected. In addition, it includes to Linux based OS and Palm based application, it becomes possible to offer the total Turn Key solution as ACCESS furthermore we think that reduction of the terminal development cost in the terminal manufacturer by plus doing the customer basis in the portable terminal market which ACCESS possesses, in addition to the enlargement of the profit, becomes possible. In addition, the development team approximately 200 names of China MobileSoft think the thing which keeps bearing one end of strengthening and future Linux based software development of the Chinese resource of ACCESS.

ACCESS, in order to achieve the above-mentioned purpose, PalmSource (NASDAQ presentation) 100% to acquire stock substantially.


2. Method of merger
As for this case we adopt the cash merger system in the United States. Concretely, the occasion where Apollo Merger Sub and PalmSource combine, the cash is paid from ACCESS vis-a-vis the shareholder of PalmSource, as a compensation of possession stock. Therefore, PalmSource after the combining substantially becomes the complete subsidiary company of ACCESS.


3. Summary of merger this thing company
About PalmSource
(1) Trade name PalmSource and Inc.
(2) Address 1188 East Arques Avenue, Sunnyvale and CA
(3) Name of representative CEO: Patrick McVeigh
(4) Establishment date 2001 December 3rd (Palm and Inc. From corporation amount corporation establishment)
(5) Capital 17 thousand dollars
(6) Contents of business For portable equipment such as hand-held device and smart phone it installs, the production and sale of OS
(7) Being employed numerical 518 names (connected base, as of 2005 July 20th)
(8) Business result
2004 May period result 2005 May period result
Gross sales 73,117 thousand dollars (approximately 8,067 1000000 Yen) 71,911 thousand dollars (approximately 7,934 1000000 Yen)
Operating profit ĀĘ 12,799 thousand dollars (ĀĘ approximately 1,412 1000000 Yen) ĀĘ 10,241 thousand dollars (ĀĘ approximately 1,130 1000000 Yen)
Sumitosi benefit ĀĘ 15,247 thousand dollars (ĀĘ approximately 1,682 1000000 Yen) 19,482 thousand dollars (approximately 2,149 1000000 Yen)
Entire property 152,792 thousand dollars (approximately 16,858 1000000 Yen) 187,864 thousand dollars (approximately 20,727 1000000 Yen)
Pure property 108,991 thousand dollars (approximately 12,025 1000000 Yen) 154,665 thousand dollars (approximately 17,064 1000000 Yen)

(Note) Yen 1 dollar in rate of exchange =110.33 (circle it has converted the publication rate TTM by 2005 September 8 date Tokyo Mitsubishi Bank, Ltd.) of on the basis.


(9) Fiscal term 5 ends of the month
(10) Presentation stock exchange NASDAQ (cord/code: PSRC)

About Apollo Merger Sub
(1) Trade name Apollo Merger Sub and Inc.
(2) Address City of Wilmington, County of New Castle and DE
(2) Name of representative Arakawa Toru
(3) Establishment date 2005 September 2nd
(4) Capital 1 dollar
(5) Contents of business Preparation of merger
(6) Shareholder constitution ACCESS 100%


4. Circumstance of object company possession ratio of fund and the merger front and back which are required for cash merger
(1) When the number of latent stocks which relate to stock option is not considered
(I) Possession ratio before the combining 0%
(II) Necessary fund Approximately 344 hundred million Yen
(III) Possession ratio after the combining 100%

(Note) Yen 1 dollar in rate of exchange =110.33 (circle it converts the above-mentioned necessary fund, the publication rate TTM by 2005 September 8 date Tokyo Mitsubishi Bank, Ltd.) of on the basis.


(2) When the number of latent stocks which relate to stock option is considered
(I) Possession ratio before the combining 0%
(II) Necessary fund Approximately 358 hundred million Yen
(III) Possession ratio after the combining 100%

(Note) Yen 1 dollar in rate of exchange =110.33 (circle it converts the above-mentioned necessary fund, the publication rate TTM by 2005 September 8 date Tokyo Mitsubishi Bank, Ltd.) of on the basis.



5. Schedule
2005 September 9th board of directors resolution day
Around 2005 December merger execution schedule


6. The influence which is given to the future achievement
As soon as presently to be in the midst of scrutinizing concerning the influence which is given to the achievement of the group, to become clear, we disclose rapidly.


Above

This release ahead the inquiring which regards

- Ahead inquiring of reporting authorized personnel
Kiyouko global corporate communication section Obara
TEL: 03-5259-3685
FAX: 03-3233-0222

- Ahead other inquiring
Koichi Narasaki management plan Headquarters Chief routine work execution official
TEL: 03-5259-3511
FAX: 03-5259-3544


------------------------
Sony CLIE UX100: 128 MB real RAM, OLED screen. All the PDA anyone really ever wanted.
------------------------

The Palm eCONomy = Communismô

The Great Palm Swindle: http://www.palminfocenter.com/comment_view.asp?ID=7864#108038

How PalmSource is REALLY doing: http://www.palminfocenter.com/comment_view.asp?ID=8026#110958

Google Japanese to English BETA.
PenguinPowered @ 9/9/2005 3:28:42 AM # Q
jeez Skippy, if you're going to run a web page through Google's BETA Japanese to English translator, you should at least let people know you did that.

RE: Un****ingbelievable.
PenguinPowered @ 9/9/2005 3:29:50 AM # Q
> Even though PalmLinux development is still in its infancy (I
> expect PalmLinux will not be ready for Prime Time for at
> least two more years) it still beats trying to create a
> platform from scratch. Maybe.

two years? Very good. we'll get you in tune with the reality of software development yet, Skippy.

> $325 million is $75 million more than I thought PalmSource
> would get.

$250M is twice their market cap of a few days ago. Even that's a hell of a premium for a software company. Maybe the dot-boom is back.

> That price is (arguably) ridiculous, given how primitive
> PalmLinux currently is and that a lot can happen in the 2
> years it will take to get PalmLinux to market.

IMO, ACCESS didn't pay that premium to get at PalmLinux.

> If Motorola or Nokia et. al. succeed in their Linux
> initiatives and get developer support (and if Java reaches
> its potential), PalmLinux may end up being the answer to a
> question no one is asking in 2007.

Moto doesn't have a real Linux initiative. Nokia's the player to watch in the Linux phone space, as I've mentioned before. I'd have guessed Nokia before ACCESS, myself.

> WinMob Treos will signal the death of the PalmOS platform as
> we knew it.

I'd imagine that PalmLinux is more likely to do that. About the only thing the WinMob Treo is going to signal is confusion on Palm's part.

> Again, PalmLinux in 2007 seems realistic, but with the
> competition not exactly standing still, I would not be
> surprised to find PalmLinux greeted by yawns and developer
> indifference in 2007.

Eh, there's not much in the way of competition on the Linux front. TrollTech and MontaVista seem to have had a falling out and Moto's not making much headway (and doesn't seem to care that much.)

Nokia _did_ get FCC approval for the 770, though. That'll be interesting to watch.

> The release of a slew of Cobalt devices ASAP is needed to
> keep PalmOS app developers from letting the platform wither,
> but what I've seen of Cobalt running on real hardware has
> been disappointing - to put it mildly.

Well, there won't be any winmob treos in consumers hands in the next two quarters and there won't be any cobalt phones to speak of, especially in the us market. Nokia seems to be content to go slow with Linux, testing the water with a non-phone device.

ACCESS/Apollo/the-company-soon-to-be-formerly-known-as-PalmSource or whatever it'll be called still has an open window.

The question is, as it has been all along, whether or not they can get through it before it closes in '08.

By the way, Skippy, I'm impressed. quite the balancing act you're doing here, trying to act as if you're still holding the same views you held all along. Glad you're back on form.


Marty Fouts: were you always this slow?
The_Voice_of_Reason @ 9/9/2005 10:07:51 PM # Q
jeez Skippy, if you're going to run a web page through Google's BETA Japanese to English translator, you should at least let people know you did that.

What do you see when you go to the site I referenced in my previous post with the translation, Marty?

(http://www.access.co.jp/press/050909.html)

Your comments have gotten weaker and weaker with every post. Perhaps its time you beg Dianne Hackborn for some help in formulating cogent responses here. You're nothing but an embarassment to PalmSource - assuming you still will have a job in the near future. Please keep it up though, Marty - the presence of people like you in PalmSource is precisely why the company is floundering.


TVoR


------------------------
Sony CLIE UX100: 128 MB real RAM, OLED screen. All the PDA anyone really ever wanted.
------------------------

The Palm eCONomy = Communismô

The Great Palm Swindle: http://www.palminfocenter.com/comment_view.asp?ID=7864#108038

How PalmSource is REALLY doing: http://www.palminfocenter.com/comment_view.asp?ID=8026#110958

RE: Un****ingbelievable.
The_Voice_of_Reason @ 9/9/2005 10:15:08 PM # Q
> Even though PalmLinux development is still in its infancy (I
> expect PalmLinux will not be ready for Prime Time for at
> least two more years) it still beats trying to create a
> platform from scratch. Maybe.

two years? Very good. we'll get you in tune with the reality of software development yet, Skippy.

Marty, you need to get a clue. Please make some more of your smarmy posts for our viewing pleasure.

> $325 million is $75 million more than I thought PalmSource
> would get.

$250M is twice their market cap of a few days ago. Even that's a hell of a premium for a software company. Maybe the dot-boom is back.

PalmSource also has $100 million in cash + investments. And its cap was hovering around $150 million for quite a while before the recent tailspin. $250 million would have been a reasonable price.

> That price is (arguably) ridiculous, given how primitive
> PalmLinux currently is and that a lot can happen in the 2
> years it will take to get PalmLinux to market.

IMO, ACCESS didn't pay that premium to get at PalmLinux.

Well, we all know exactly what your opinion is worth, Marty.

> If Motorola or Nokia et. al. succeed in their Linux
> initiatives and get developer support (and if Java reaches
> its potential), PalmLinux may end up being the answer to a
> question no one is asking in 2007.

Moto doesn't have a real Linux initiative. Nokia's the player to watch in the Linux phone space, as I've mentioned before. I'd have guessed Nokia before ACCESS, myself.

Motorola is playing the field and will probably stumble into a decent Linux platform sooner or later. This OS business isn't exactly rocket science. Nokia has been clever enough to start tapping the Open Source Movement right away while maintaining some control over its IP. Properly nurtured, Nokia will likely produce a stable Linux OS long before PalmLinux goes gold. Why pay for something you're confident you can do faster + cheaper yourself?

> WinMob Treos will signal the death of the PalmOS platform as
> we knew it.

I'd imagine that PalmLinux is more likely to do that. About the only thing the WinMob Treo is going to signal is confusion on Palm's part.

Let me simplify it so even you can understand, Marty:

PalmOS Treo = Palm. Palm = the PalmOS platform. By transitive property, PalmOS Treo = the PalmOS platform. Cannibalize PalmOS Treo sales with Windows Mobile Treo sales and the PalmOS platform is dead, almost overnight. As developers sense the smell of death upon the PalmOS platform, they will abandon it in droves, converting to Windows Mobile. With PalmLinux at least two years from ditching its vaporware status, Cobalt DOA and PalmOS 5 a hacked-up, buggy deck of cards, it's Game Over for PalmOS. I realize the truth hurts, Marty, but you need to advance through the Grief Process and stop with the Denial, already. Oy.


> Again, PalmLinux in 2007 seems realistic, but with the
> competition not exactly standing still, I would not be
> surprised to find PalmLinux greeted by yawns and developer
> indifference in 2007.

Eh, there's not much in the way of competition on the Linux front. TrollTech and MontaVista seem to have had a falling out and Moto's not making much headway (and doesn't seem to care that much.)

Nokia _did_ get FCC approval for the 770, though. That'll be interesting to watch.

Care to bet who has a STABLE Linux phone OS out first, Marty? PalmSource, Motorola or Nokia. Put up or SHUT UP, Marty. What's that? Can't hear you, Marty.

> The release of a slew of Cobalt devices ASAP is needed to
> keep PalmOS app developers from letting the platform wither,
> but what I've seen of Cobalt running on real hardware has
> been disappointing - to put it mildly.

Well, there won't be any winmob treos in consumers hands in the next two quarters and there won't be any cobalt phones to speak of, especially in the us market. Nokia seems to be content to go slow with Linux, testing the water with a non-phone device.

Windows Mobile Treos will likely be available in a few months. PalmLinux devices won't be available for a few YEARS. Think about it, Mr. Fouts.

ACCESS/Apollo/the-company-soon-to-be-formerly-known-as-PalmSource or whatever it'll be called still has an open window.

The question is, as it has been all along, whether or not they can get through it before it closes in '08.

Open window? Don't be delusional. If PalmLinux does not ship by 2006, it has no hope in He11 of making a dent in the marketplace. We will probably be filing PalmLinux away with Cobalt, BeOS, Copeland, OS/2 and all the other failures as OSes that "coulda, shoulda been a contenda". Pathetic.

By the way, Skippy, I'm impressed. quite the balancing act you're doing here, trying to act as if you're still holding the same views you held all along. Glad you're back on form.

As I said before, I make the predictions, back them up with evidence and don't run away if I'm proved to be wrong. Nothing I've said changes. Palm simply got outflanked and was dumb enough to lose control of PalmOS.

I hope you and the other PalmSource codemonkeys finally learn how to produce good code QUICKLY, Marty. Time is about to run out.

TVoR



------------------------
Sony CLIE UX100: 128 MB real RAM, OLED screen. All the PDA anyone really ever wanted.
------------------------

The Palm eCONomy = Communismô

The Great Palm Swindle: http://www.palminfocenter.com/comment_view.asp?ID=7864#108038

How PalmSource is REALLY doing: http://www.palminfocenter.com/comment_view.asp?ID=8026#110958

RE: Un****ingbelievable.
PenguinPowered @ 9/9/2005 10:57:03 PM # Q
>> jeez Skippy, if you're going to run a web page through
>> Google's BETA Japanese to English translator, you should at
>> least let people know you did that.

> What do you see when you go to the site I referenced in my
> previous post with the translation, Marty?

The page you ran through Google, Skippy. Next time, credit Google for the translation.

Marty Fouts
Lead Linux Lizard
PalmSource Core Technology Department

RE: Un****ingbelievable.
PenguinPowered @ 9/9/2005 11:01:26 PM # Q
> Motorola is playing the field and will probably stumble into
> a decent Linux platform sooner or later.

Maybe. Bet you're not going to see where it comes from either.

> This OS business isn't exactly rocket science.

You're right, Skippy. I've done rocket science. OSes are much more fun. Harder, but more fun.

> Nokia has been clever enough to start tapping the Open
> Source Movement right away while maintaining some control
> over its IP.

Not 'right away', Skippy. Nokia started to take advantage of open source fairly recently. IBM's been at it much longer, for instance.

> Properly nurtured, Nokia will likely produce a stable Linux
> OS long before PalmLinux goes gold.

Unfortunately, _for you_, it appears to be rocket science.

There's already a stable Linux for ARM, Skippy. Has been for some little time. Nokia, as you pointed out above, is taking advantage of it, not producing it.

> PalmOS Treo = Palm. Palm = the PalmOS platform. By transitive
> property, PalmOS Treo = the PalmOS platform.

Once again, Skippy proves math not to be his strong suit. No, Skippy, it's not even a good metaphor, let alone good math.

> Cannibalize PalmOS Treo sales with Windows Mobile Treo sales
> and the PalmOS platform is dead, almost overnight.

So you've said. You've never offered a convincing argument for this, and you've made it clear you're not taking much into account, but you have, in fact, said that.

First, winmob treo's at least six months off, as far as consumers are concerned. Second, palmOS treo sales aren't going to be 'canibalized' by winmob treo for months after that, even if they are, because there's the little detail of carrier acceptance. Third, PalmOS has a breather now that PalmSource has a new owner.

> Care to bet who has a STABLE Linux phone OS out first, Marty?

Poor Skippy, not paying attention again. PalmSource already has stable Linux phones on the market, in Asia, Skippy. Nokia doesn't.

> Windows Mobile Treos will likely be available in a few
> months. PalmLinux devices won't be available for a few YEARS.
> Think about it, Mr. Fouts.

not 'few months' Skippy. In consumers hands: not for at least six months, if they ever ship at all. (you really need to start scanning the fcc site, if you're going to make predictions of when phones ship.)

> As I said before, I make the predictions, back them up with
> evidence and don't run away if I'm proved to be wrong.

Except your predictions that I worked for Palm, that I was a consultant, that Palm would buy PalmSource in '06, that all palmos licenses would be voided if PalmSource got bought, ... sure.

> I hope you and the other PalmSource codemonkeys finally learn
> how to produce good code QUICKLY, Marty. Time is about to run
> out.

Oh Skippy, you're far too funny. You still haven't figured it out, have you. I'm not a codemonkey Skippy. I'm not on anybody's schedule for turning out code. Even after I've said who I am, you don't get what I do.

It's very very funny to see you make all these pronouncements about what's going to happen in OS land when you don't know anything about OS development. Please keep it up Skippy.

Oh, about time running out? Didn't you hear, PalmSource has a buyer. Time just got extended.


Marty Fouts
Lead Linux Lizard
PalmSource Core Technology Department

RE: Un****ingbelievable.
The_Voice_of_Reason @ 9/9/2005 11:09:05 PM # Q
>> jeez Skippy, if you're going to run a web page through
>> Google's BETA Japanese to English translator, you should at
>> least let people know you did that.

> What do you see when you go to the site I referenced in my
> previous post with the translation, Marty?

The page you ran through Google, Skippy. Next time, credit Google for the translation.

Marty Fouts
Lead Linux Lizard
PalmSource Core Technology Department


I believe it's time for you to get some professional help, Mr. Fouts. Remember: it's not your fault - it's a "chemical imbalance"...



------------------------
Sony CLIE UX100: 128 MB real RAM, OLED screen. All the PDA anyone really ever wanted.
------------------------

The Palm eCONomy = Communismô

The Great Palm Swindle: http://www.palminfocenter.com/comment_view.asp?ID=7864#108038

How PalmSource is REALLY doing: http://www.palminfocenter.com/comment_view.asp?ID=8026#110958

RE: Un****ingbelievable.
The_Voice_of_Reason @ 9/9/2005 11:14:59 PM # Q
The page you ran through Google, Skippy. Next time, credit Google for the translation.

Marty Fouts
Lead Linux Lizard
PalmSource Core Technology Department

By the way, Marty the translation was by http://world.altavista.com/ - and links to the translated pages are not available. Boo Hoo Hoo!

------------------------
Sony CLIE UX100: 128 MB real RAM, OLED screen. All the PDA anyone really ever wanted.
------------------------

The Palm eCONomy = Communismô

The Great Palm Swindle: http://www.palminfocenter.com/comment_view.asp?ID=7864#108038

How PalmSource is REALLY doing: http://www.palminfocenter.com/comment_view.asp?ID=8026#110958

RE: Un****ingbelievable.
The_Voice_of_Reason @ 1/14/2006 4:32:51 PM # Q
Your comments have gotten weaker and weaker with every post. Perhaps its time you beg Dianne Hackborn for some help in formulating cogent responses here. You're nothing but an embarassment to PalmSource - assuming you still will have a job in the near future. Please keep it up though, Marty - the presence of people like you in PalmSource is precisely why the company is floundering.

Oops.


------------------------
Sony CLIE UX100: 128 MB real RAM, OLED screen. All the PDA anyone really ever wanted.
------------------------

The Palm eCONomy = Communismô

The Great Palm Swindle: http://www.palminfocenter.com/comment_view.asp?ID=7864#108038

NetFrontLinux - the next major cellphone OS?: http://www.palminfocenter.com/comment_view.asp?ID=8060#111823

Reply to this comment

Wonder why did Palm pass on it?

wilco @ 9/9/2005 2:04:25 AM # Q
Surely Palmsource could have approach Palm, Inc. for a rival bid... wonder why Palm pass on it... Sure 83% premium may seem steep but it's like the lifeblood of your company... after all, it committed itself for is it five years to pay for the OS and just paid $30 million for the brand... and with Palmsource's throve of IT (Palm OS, BeOS, ChinaMobilesoft properties), I believe $300 million+ is kinda cheap...

Surely Palm could raise that amount, what with the Treo sales going through the roof... At the very least, it could have use it's own stock as a leverage (part cash/part stock) deal...

Hope, this will hasten and not delay 'Palm on Linux' launch...

RE: Wonder why did Palm pass on it?
PenguinPowered @ 9/9/2005 2:15:56 AM # Q
It makes no sense for Palm to buy PalmSource. It certainly makes no sense for them to get into a bidding war.

I doubt that the ACCESS buyout will have any impact one way or another on PalmLinux.



RE: Wonder why did Palm pass on it?
hkklife @ 9/9/2005 2:18:25 AM # Q
Perhaps Palm's passing on PalmSource shows how rotten things are in the state of BEnmark? (how do ya like that one, Voice?)

Maybe PoL isn't progressing as nicely as hoped...or, and I'm sticking to my guns on this one, they (Palm) REALLY are arrogant to think that a warmed over WinMob Treo is going to carry them back to the stratospheric heights last seen in the glory days of the Palm V. A 240*240 WinMob Treo for a flagship device, a series of Garnet devices on life support at the low end and PalmSource very quietly slipping out of their grasp. Not a great way to wrap up the year.

RE: Wonder why did Palm pass on it?
cervezas @ 9/9/2005 2:24:30 AM # Q
Why would Palm buy PalmSource? That 83% premium was considered worth it for one reason and one reason alone: the market knows Palm OS for Linux will sell well to vendors other than Palm, particularly in the large Asian market. If Palm bought PalmSource it would throw cold water on future licensing plans of competing vendors who would be reluctant to tie their fortunes to a competitor. The value of the acquisition would be dissipated by the fact that the acquiring company was Palm.



David Beers
Pikesoft Mobile Computing
www.pikesoft.com
*NEW* Software Everywhere blog
www.pikesoft.com/blog

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