Global Imaging Systems (NASDAQ:GISX)
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Xerox Corporation (NYSE: XRX) is commencing today, through its wholly
owned subsidiary RG Acquisition I Corp., a cash tender offer to purchase
all outstanding shares of common stock of Global Imaging Systems, Inc.
(NASDAQ: GISX). Xerox reported on April 2 its intent to acquire Global
Imaging.
Upon the successful closing of the tender offer, shareholders of Global
Imaging Systems, Inc. will receive $29 in
cash for each share of Global Imaging common stock tendered in the
offer, less any required withholding taxes. Following the purchase of
shares in the tender offer, Global Imaging will become a subsidiary of
Xerox.
Xerox will file today with the Securities and Exchange Commission a
tender offer statement on Schedule TO that provides the terms of the
tender offer. Global Imaging will file today with the SEC a
solicitation/recommendation statement on Schedule 14D-9 that includes
the recommendation of Global Imaging System’s
board of directors that Global Imaging shareholders accept the tender
offer and tender their shares to Xerox. As previously announced, Global
Imaging’s board of directors has unanimously
concluded that the merger agreement and its related transactions
(including the tender offer and the merger) are advisable, fair, and in
the best interests of Global Imaging and its
shareholders.
The tender offer will expire at 12:00 midnight on Tuesday, May 8, 2007,
unless extended in accordance with the merger agreement and the
applicable rules and regulations of the SEC. The offer will be subject
to customary conditions, including anti-trust and other regulatory
clearances and the acquisition by Xerox of a majority of Global Imaging’s
shares on a fully diluted basis.
D.F. King & Co., Inc. is acting as information agent for Xerox. Goldman
Sachs is acting as exclusive financial advisor to Xerox and will be the
dealer-manager for the tender offer. Morgan Stanley and Wachovia are
acting as lead financial advisors to Global Imaging in the transaction.
Cravath, Swaine & Moore LLP is acting as legal counsel to Xerox.
Note to Editors: This release contains “forward-looking
statements" that reflect management’s
current beliefs and expectations and are subject to a number of factors
that may cause actual results to differ materially. These factors
include but are not limited to the ability to obtain regulatory approval
for the transaction; the risk that the businesses of Xerox and Global
will not be integrated successfully, or will take longer than
anticipated; the risk that the expected cost savings from the
transaction will not be achieved or unexpected costs will be incurred;
the risk that customer retention goals will not be met and that
disruptions from the transaction will harm relationships with customers,
employees and suppliers; the outcome of litigation and regulatory
proceedings to which we may be a party; actions of competitors; changes
and developments affecting our industry; quarterly or cyclical
variations in financial results; development of new products and
services; interest rates and cost of borrowing; our ability to maintain
and improve cost efficiency of operations; changes in foreign currency
exchange rates; changes in economic conditions, political conditions,
trade protection measures, licensing requirements and tax matters in the
foreign countries in which we do business; reliance on third parties for
manufacturing of products and provision of services; and other risks
that are set forth in the “Risk Factors”
section, the “Legal Proceedings”
section, the “Management’s
Discussion and Analysis of Results of Operations and Financial Condition”
section and other sections of our 2006 Form 10-K. The company assumes no
obligation to update any forward-looking statements as a result of new
information or future events or developments, except as required by law.
This press release is neither an offer to purchase nor a solicitation of
an offer to sell shares of Global Imaging Systems, Inc. Xerox
Corporation, will file a tender offer statement with the Securities and
Exchange Commission, and will mail an offer to purchase, forms of letter
of transmittal and related documents to Global Imaging shareholders.
Global Imaging will file with the Securities and Exchange Commission,
and will mail to Global Imaging shareholders a
solicitation/recommendation statement on Schedule 14D-9. These documents
contain important information about the tender offer and stockholders of
Global Imaging are urged to read them carefully when they become
available.
These documents will be available at no charge at the SEC’s
website at www.sec.gov. The tender
offer statement and the related materials may be obtained for free by
directing a request by mail to D.F. King & Co., Inc., 48 Wall Street,
New York, New York 10005 or by calling toll-free (888) 605-1958, and may
also be obtained from Xerox by directing a request to InvestorRelations@xerox.com,
or Xerox Corporation, 800 Long Ridge Rd., Stamford, CT 06904, Attn:
Investor Relations.
For more information about Xerox, visit www.xerox.com.
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XEROX® is a trademark of XEROX CORPORATION.