Additional Proxy Soliciting Materials (definitive) (defa14a)
October 06 2020 - 04:58PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 14A
INFORMATION
Proxy Statement Pursuant to
Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.
)
Filed by the
Registrant x
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Filed by a Party other than the
Registrant o
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Check the
appropriate box:
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o
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Preliminary
Proxy Statement
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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 under §240.14a-12
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MobileIron,
Inc.
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(Name of Registrant as Specified In Its
Charter)
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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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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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Common Stock,
par value $0.001 per share, of MobileIron, Inc.
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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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Fee paid
previously with preliminary materials.
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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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Form, Schedule
or Registration Statement No.:
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Filing
Party:
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The
following communication was made available by MobileIron, Inc.
on Twitter and LinkedIn:
Post: The biggest
concern of CISOs today are breaches started on mobile devices. Best
defense? #ZeroTrust! @Forbes highlights how the strengths of
@MobileIron, @GoIvanti, and @pulsesecure can help secure the
#EverywhereEnterprise. https://okt.to/AcNj4Q
(https://okt.to/ENLjbI)
WHY
YOUR PHONE IS THE CENTER OF ZERO TRUST SECURITY
Louis
Columbus
·
72% of organizations plan to assess or implement Zero Trust
capabilities in some capacity in 2020 according to Pulse Secures’
2020 Zero Trust Progress Report.
·
39% of organizations admitted to suffering a security compromise
involving a mobile device this year, up from 33% in the latest
Verizon Mobile Security Index Report.
·
220% increase in time spent in business apps in the first half of
2020 compared to 2019 according to App Annie’s State of Mobile 2020
Report reflects how phones are the new platform of choice.
·
Cloud Security is the smallest, fastest-growing cybersecurity
market segment with market size of $439M last year, projected to
grow 33% this year according to Gartner.
Every business is
relying on their employees to get work done and drive revenue using
the most pervasive, yet porous device they have. Phones are the
fastest growing threat surface and the platform of choice for many
of the 42% of the U.S. labor force is working from home full-time
according to a recent Sanford University study. Ericcson’s
Consumer & IndustryLab recently looked at how the pandemic
is affecting mobile device and app usage and shared it in the
report, Keeping Consumers Connected, identifying
the fast growth zone of mobile applications shown below:

Closing Your Phone’s Zero
Trust Gap
Let’s face it, the
majority of phones employees rely on today to do their jobs aren’t
protected from advanced breach, malware, QR code or phishing
attempts. CIOs and CISOs tell me their biggest concern are breaches
that start on mobile devices and go undetected for months because
privileged credentials were compromised. The best defense is to
close the zero trust gaps on phones now.
While I haven’t spoken
with the executives who put the Ivanti, MobileIron or Pulse Secure
deal together, I’m certain they see an opportunity in helping
to close the zero trust gap on phones. Ivanti making two
acquisitions at the same time speaks to how urgent this problem is
for its existing customer base. Combining MobileIron’s and Pulse
Secure’s unique strengths is what’s needed to provide and
end-to-end enterprise platform that can close the growing zero
trust gap every business is facing today.
By acquiring MobileIron
and Pulse Secure at the same time, Ivanti illustrates how an
M&A strategy can be effective in closing the widening zero
trust gap across millions of phones today:
·
Acquiring MobileIron closes the Unified Endpoint Management
(UEM), Mobile Device Management (MDM) and Zero Trust Security gaps
Ivanti has in its product line. Ivanti’s new senior
management team took over in Q1 of this year and made it clear UEM
was one of their top priorities for this year. They have also had
limited MDM functionality, which has kept them out mobile-only
deals. Acquiring MobileIron and Pulse Secure achieves one of their
two strategy goals for the year and will most likely lead to more
UEM and MDM-driven deals.
·
Ivanti’s reset to a direct sales model versus its heavy reliance
on channel selling needs enterprise-grade MDM, UEM and VPN products
to have a true Zero Trust enterprise suite to
sell. Ivanti is best known for selling into mid-tier
enterprises while MobileIron is successfully selling into
large-scale enterprise accounts, often leading with MDM and UEM.
Ivanti has the opportunity to bring Service Manager, their flagship
IT Service Management (ITSM) suite of products, into enterprises
now.
·
Extending Ivanti’s Netron platform functional footprint deep
into mobility and across auto-configuring VPNs via Pulse Secure
will further strengthen its self-healing product strategy.
Expect to see Ivanti make full use of MobileIron’s MDM and UEM
capability to build in greater endpoint self-healing combined with
real-time intelligence. Ivanti Nuerons supports Natural
Language Processing (NLP) and intelligent recommendations, two key
AI-based technologies Ivanti will rely on to gain new insights from
MobileIron and Pulse Secure data.
·
Ivanti needs to absorb these two acquisitions quickly and
consolidate its product portfolio with the goal of delivering a
state-of-the-art Zero Trust platform that closes the phone
gap. Now is a perfect time for Ivanti to consider
consolidating its product portfolio around the goal of providing an
industry-leading Zero Trust platform for all devices, complete with
ITSM visibility corporate-wide. Ivanti needs to use these two
acquisitions to solidify its endpoint management strategy and
create a compelling business case for enterprises to embrace their
end-to-end Zero Trust vision.
Conclusion
Ivanti needs to
capitalize on these two acquisitions and close the widening Zero
Trust Security gap evident across unsecured phones and mobile
devices today. Simon Biddiscombe, President and Chief Executive
Officer recently wrote on the company’s blog, “by acquiring
MobileIron and Pulse Secure, Ivanti is delivering on its
vision to enable the self-healing autonomous edge with adaptive
security and contextualized, personalized experiences for remote
workers, on any device they use. Together, we are committed to
helping our customers adjust to the new normal and prepare for the
future of work by seamlessly securing their digital workplaces, all
while enhancing employee productivity”. Simon’s blog post
is available here.
How to
Find Further Information
This
communication does not constitute a solicitation of any vote or
approval in connection with the proposed acquisition of
MobileIron, Inc. (“MobileIron”) by Ivanti, Inc. (the
“Merger”). In connection with the proposed Merger, MobileIron
will file a proxy statement with the Securities and Exchange
Commission (“SEC”), which MobileIron will furnish with any other
relevant documents to its stockholders in connection with the
Special Meeting of the Stockholders to vote on the Merger.
BEFORE MAKING ANY VOTING DECISION, WE URGE STOCKHOLDERS TO READ THE
PROXY STATEMENT (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO)
AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT MOBILEIRON AND THE PROPOSED
MERGER. The proposals for the merger will be made solely
through the proxy statement. In addition, a copy of the proxy
statement (when it becomes available) may be obtained free of
charge from Investor Relations Department at MobileIron, Inc.,
490 East Middlefield Road, Mountain View, CA 94043. Security
holders also will be able to obtain, free of charge, copies of the
proxy statement and any other documents filed by MobileIron with
the SEC in connection with the proposed Merger at the SEC’s website
at http://www.sec.gov, and at the companies’
website at www.mobileiron.com.
Forward-Looking
Statements
This communication
contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as
amended. These statements are based on current expectations,
estimates and projections about, among others, the industry,
markets in which the Company operates, and the transactions
described in this Current Report on Form 8-K. While the
Company’s management believes the assumptions underlying its
forward-looking statements and information are reasonable, such
information is necessarily subject to uncertainties and may involve
certain risks, many of which are difficult to predict and are
beyond the control of the Company’s management. These risks
include, but are not limited to: (1) the occurrence of any
event, change or other circumstances that could give rise to the
termination of the Merger Agreement; (2) the outcome of any
legal proceedings that may be instituted against the Company and
others following announcement of the Merger Agreement; (3) the
inability to complete the Merger due to the failure to obtain
stockholder approval or the failure to satisfy other conditions to
completion of the Merger; (4) risks that the proposed
transaction disrupts current plans and operations and the potential
difficulties in employee retention as a result of the Merger;
(5) the impact, if any, of the announcement or pendency of the
Merger on the Company’s relationships with customers; (6) the
amount of the costs, fees, expenses and charges related to the
Merger and the actual terms of certain financings that will be
obtained for the Merger; and (7) other risks that are set
forth under “Risk Factors” in the Company’s Annual Report on
Form 10-K for the year ended December 31, 2019 and the
Company’s Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2020 and June 30, 2020. All
forward-looking statements speak only as of the date of this
Current Report on Form 8-K or, in the case of any document
incorporated by reference, the date of that document. All
subsequent written and oral forward-looking statements attributable
to us or any person acting on our behalf are qualified by the
cautionary statements in this section. We undertake no obligation
to update or publicly release any revisions to forward-looking
statements to reflect events, circumstances or changes in
expectations after the date of this Current Report on
Form 8-K.
Participants in the
Solicitation
The directors and
officers of MobileIron may be deemed to be participants in the
solicitation of proxies in connection with the approval of the
proposed transaction. Information regarding MobileIron’s
directors and officers and their respective interests in MobileIron
by security holdings or otherwise is available in its most recent
Annual Report on Form 10-K filed with the SEC and its most
recent definitive Proxy Statement on Schedule 14A filed with the
SEC. Additional information regarding the interests of such
potential participants is or will be included in the proxy
statement and other relevant materials to be filed with the SEC,
when they become available, including in connection with the
solicitation of proxies to approve the proposed Merger.
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