Sybase, Inc., a leading provider of enterprise infrastructure and mobile software, recently 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.

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. Marty Beard, Sybase’s senior vice president of corporate development and marketing, who will be named president of Sybase Mobile 365, will lead the new subsidiary. “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.