- Additional Proxy Soliciting Materials - Non-Management (definitive) (DFAN14A)
29 Abril 2010 - 7:32AM
Edgar (US Regulatory)
UNITED
STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 14A
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Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant
o
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Filed by a Party other than the
Registrant
x
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Check the appropriate box:
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o
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Preliminary Proxy Statement
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o
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Confidential, for
Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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o
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Definitive Additional Materials
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x
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Soliciting Material Pursuant to
§240.14a-12
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PALM,
INC.
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(Name
of Registrant as Specified In Its Charter)
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HEWLETT-PACKARD
COMPANY
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(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the
appropriate box):
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x
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No fee required.
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o
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Fee computed on table below per
Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to
which transaction applies:
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(2)
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Aggregate number of securities to
which transaction applies:
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(3)
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Per unit price or other underlying
value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth
the amount on which the filing fee is calculated and state how it was
determined):
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(4)
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Proposed maximum aggregate value of
transaction:
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(5)
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Total fee paid:
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o
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Fee paid previously with preliminary
materials.
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o
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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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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration
Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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April 28, 2010
HP to acquire Palm Todd Bradley EVP Personal Systems Group
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Important
Information Additional information and where to find it Palm intends to file
with the Securities and Exchange Commission a preliminary proxy statement and
a definitive proxy statement and other relevant materials in connection with
the acquisition. The definitive proxy statement will be sent or given to the
stockholders of Palm. Before making any voting or investment decision with
respect to the merger, investors and stockholders of Palm are urged to read
the proxy statement and the other relevant materials when they become
available because they will contain important information about the
acquisition. The proxy statement and other relevant materials (when they become
available), and any other documents filed by Palm with the SEC, may be
obtained free of charge at the SECs website at www.sec.gov, by going to
Palms Investor Relations page on its corporate website or by contacting
Palms Investor Relations department by e-mail at teri.klein@palm.com, by
phone at (408) 617-7000, or by mail at Palm, Inc., Investor Relations, 950
West Maude Avenue, Sunnyvale, California 94085. Participants in the
solicitation Palm and HP and their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies from Palm
stockholders in connection with the acquisition. Information about HPs
directors and executive officers is set forth in HPs proxy statement on
Schedule 14A filed with the SEC on January 27, 2010 and HPs Annual Report on
Form 10-K filed on December 17, 2009. Information about Palms directors and
executive officers is set forth in Palms proxy statement on Schedule 14A
filed with the SEC on August 13, 2009. Additional information regarding the
interests of participants in the solicitation of proxies in connection with
the merger will be included in the proxy statement that Palm intends to file
with the SEC. Forward-looking statements This document contains
forward-looking statements that involve risks, uncertainties and assumptions.
If such risks or uncertainties materialize or such assumptions prove
incorrect, the results of HP and its consolidated subsidiaries could differ
materially from those expressed or implied by such forward-looking statements
and assumptions. All statements other than statements of historical fact are
statements that could be deemed forward-looking statements, including the
expected benefits and costs of the transaction; management plans relating to
the transaction; the expected timing of the completion of the transaction;
the ability to complete the transaction considering the various closing
conditions, including those conditions related to regulatory approvals; any
statements of the plans, strategies and objectives of management for future
operations, including the execution of integration plans; any statements of
expectation or belief; and any statements of assumptions underlying any of
the foregoing. Risks, uncertainties and assumptions include the possibility
that expected benefits may not materialize as expected; that the transaction
may not be timely completed, if at all; that, prior to the completion of the
transaction, the target companys business may not perform as expected due to
transaction-related uncertainty or other factors; that the parties are unable
to successfully implement integration strategies; and other risks that are
described in HPs Securities and Exchange Commission reports, including but
not limited to the risks described in HPs Annual Report on Form 10-K for its
fiscal year ended October 31, 2009 and Quarterly Report on Form 10-Q for the
fiscal quarter ended January 31, 2010. HP assumes no obligation and does not
intend to update these forward-looking statements.
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HP to Acquire
Palm HP and Palm signed a definitive agreement on April 28, 2010 for HP to
acquire Palm Purchase price of $5.70 per share of common stock in cash, or an
enterprise value of approximately $1.2 billion (1) Expected to close during
HPs third fiscal quarter subject to customary closing conditions, including
the receipt of domestic and foreign regulatory approvals and the approval of
Palms stockholders (1) Per Palm's balance sheet at end of Q3 FY10.
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Executive
Summary Large, high-growth market with attractive profit profile Combines
best-in-class technology with scale and financial strength HP acquiring key
assets for connected, mobile ecosystem Transformational Deal in Connected
Mobility
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Connected
Mobile Devices: A Large and Fast-Growing Market Smartphone market alone is
over $100bn and growing >20% annually (1). Significant profit pool
favoring integrated solutions Advantages of an integrated solution
Differentiated customer experience Enables brand premium Platform for mobile
cloud-based services (1) HP internal analysis.
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Palm
World-class mobile operating system and platform Integrated user experience
Valuable IP portfolio Deep bench of engineering talent Strong and experienced
management team HP Financial strength and commitment to connected mobility
strategy Additional investment in Palm platform Scale Global reach Deep
Expertise in Mobility, Culture of Innovation, Carrier Relationships
Compelling Combination
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World-class
Mobile Application Platform webOS Built as a true mobile platform
Application multi-tasking Integrated personal info and web services Universal
search Intuitive gesture device integration Application development platform
Enables mobile cloud-based services webOS in the portfolio will enable
unique, integrated, connected experiences across connected mobile devices
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Critical
Acclaim for Palm webOS webOS is a revolutionary mobile OS... The Palm Pre
and Pixi are credible competitors for the iPhone and BlackBerry... Compelling
new hardware devices alone are not a competitive advantage. Palms webOS
platform and its engineers (who have always had a strong culture of
understanding hardware and software as an integrated whole) are of more
value. - Robin Simpson, 09/09 By far, Palm's revised OS was one of the top
stories in wireless in 2009, and for good reason... The webOS answered many
of its critics and questions by presenting an intuitive interface, a personal
information management system that aggregates contact information from
various sources... - Stephen Drake, 12/09 1 Both [the Pixi+ and Pre+]
feature Palms webOS software, a fine, fluid operating system that, in many
aspects, out iPhones the iPhone. - David Pogue, 1/20/10 With its added
features coupled with the webOSs easier-to-use interface and great multitasking
capabilities, we think [the Pre+ is] a perfect device for the consumer who is
looking for a smartphone to balance work and play. - Bonnie Cha, 1/20/10 (1)
Worldwide Mobile OS 2009 2013 Forecast and Analysis: December 2009
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Conclusion Strategic
and financially attractive opportunity Compelling combination World-class
technology in connected mobile devices
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Appendix
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Palm Overview
Palm provides mobile products for individual users and business customers The
Company was founded by Jeff Hawkins, Ed Colligan & Donna Dubinsky in 1992
In 1996, Palm helped pioneer the portable device market by introducing the
Palm Pilot, the Companys first PDA Palm continues to expand its product
offering centered around its webOS mobile platform on its Pre and Pixi
products in 2009 Extensive IP portfolio comprised of over 1,650 patents The
Company is headquartered in Sunnyvale, CA Pre: Launched 6/6/09 First phone
based on the new webOS Pre Plus: Launched 1/25/10 Double the memory
capacity of Pre with Wi-Fi hotspot capabilities Pixi: Launched 11/15/09
webOS smartphone with fixed keyboard and enhanced social network platform
Pixi Plus: Launched 1/25/10 Enhances Pixi by addition of Wi-Fi hotspot
capabilities webOS: Launched 1/8/09 Premier mobile platform focused on the
user experience Description Key Current Product Offerings Source: Company
website, filings, Wall Street research and CapitalIQ.
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Palms
Management Team Past Product Experience Experienced Senior Team iPod iPhone
Mac AirPort Newton iTunes MacOS Palm V, webOS PayPal Microsoft Azure Symantec
Helio Danger Sirf SugarSync Laszlo Webtop
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