Acquisition to Accelerate the Long-term Growth of Pitney Bowes
STAMFORD, Conn.--(BUSINESS WIRE)--May 5, 2015--
Pitney Bowes Inc. (NYSE:PBI), a global technology company that provides
innovative products and solutions to power commerce, today announced
that it has signed a definitive agreement to acquire Borderfree
(NASDAQ:BRDR), a market leader in global ecommerce solutions.
Borderfree’s cross-border ecommerce solutions complement and expand
Pitney Bowes’ existing ecommerce capabilities, which help clients grow
their businesses internationally by reducing the complexity of
cross-border ecommerce.
“The acquisition of Borderfree not only makes sense for our clients, it
accelerates our strategic vision to grow our company through expansion
of our digital commerce businesses,” said Marc B. Lautenbach, President
and Chief Executive Officer, Pitney Bowes. “The combination of
Borderfree’s cross-border ecommerce capabilities with our own solutions
expands our portfolio of offerings and extends our global reach. We’ve
had a long-standing relationship with Borderfree and know the company
well. Together, we have a significant opportunity to help our clients
expand and grow by providing a comprehensive range of complementary,
cross-border ecommerce solutions in the fast-growing global ecommerce
marketplace.”
Under the terms of the definitive agreement, Pitney Bowes will commence
a tender offer for all outstanding common shares of Borderfree, at
$14.00 per share in cash or approximately $395 million in the aggregate,
net of expected cash and investments on Borderfree’s balance sheet at
the time of closing. The acquisition of Borderfree meets all financial
criteria for acquisitions that the Company has previously presented. The
tender offer is conditioned on Borderfree’s stockholders tendering at
least a majority of Borderfree’s outstanding shares in the tender offer,
clearance under the Hart-Scott-Rodino Antitrust Improvements Act and
other customary closing conditions. The acquisition is expected to close
in the second quarter 2015.
“We’re excited to join forces with Pitney Bowes,” said Michael DeSimone,
Chief Executive Officer of Borderfree. “Pitney Bowes’ technology,
commerce and logistics expertise will help accelerate our growth and the
ability for our combined businesses to realize our full potential as a
leader in the dynamic global ecommerce market.”
Borderfree provides cross-border ecommerce solutions through a
proprietary technology and services platform that enables retailers in
the United States and United Kingdom to transact with consumers around
the world. Its customers include retailers, department stores, apparel
brands, and lifestyle brands that sell a range of physical goods online.
Borderfree generated $125 million in revenue in 2014. It has 253
employees and is headquartered in New York, NY, with offices in Tel
Aviv, Israel; Dublin, Ireland; and Brighton, England.
About Borderfree
Borderfree is a market leader in global ecommerce solutions, operating a
technology and services platform that the world's most iconic brands
rely on to expand globally and transact with customers in more than 100
countries and territories and more than 60 currencies worldwide.
Borderfree manages all aspects of the international shopping experience,
including site localization, multi-currency pricing, payment processing,
fraud management, landed cost calculation, customs clearance and
brokerage and global logistics services while maintaining the integrity
of our customers' brand and the consumer experience. For more
information, visit www.borderfree.com.
About Pitney Bowes
Pitney Bowes (PBI)
is a global technology company offering innovative products and
solutions that enable commerce in the areas of customer information
management, location intelligence, customer engagement, shipping and
mailing, and global ecommerce. More than 1.5 million clients in
approximately 100 countries around the world rely on products, solutions
and services from Pitney Bowes. For additional information, visit Pitney
Bowes at www.pb.com.
Additional Information
The tender offer for the outstanding common stock of Borderfree has
not yet commenced. This communication is for informational purposes only
and it is neither an offer to purchase nor a solicitation of an offer to
sell shares of Borderfree common stock. At the time the tender offer is
commenced, Pitney Bowes will file a tender offer statement, containing
an offer to purchase, a form of letter of transmittal and other related
tender offer documents with the Securities and Exchange Commission (the
“SEC”), and Borderfree will file a Solicitation/Recommendation Statement
on Schedule 14D-9 relating to the tender offer with the SEC. Borderfree’s
stockholders are strongly advised to read these tender offer materials,
as well as any other documents relating to the tender offer and the
associated transactions that are filed with the SEC, carefully and in
their entirety when they become available, and as they may be amended
from time to time, because they will contain important information about
the tender offer that Borderfree’s stockholders should consider prior to
making any decisions with respect to the tender offer. Once filed,
stockholders of Borderfree will be able to obtain a free copy of these
documents at the website maintained by the SEC at www.sec.gov,
by directing a request to Pitney Bowes, Investor Relations, 203-351-6349
or e-mail: investorrelations@pb.com.
Forward-Looking Statements
This communication contains statements that are forward-looking. We
want to caution readers that any forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934 may change based on various factors.
These forward-looking statements are based on current expectations and
assumptions that are subject to risks and uncertainties and actual
results could differ materially. Words such as "estimate", "target",
"project", "plan", "believe", "expect", "anticipate", "intend" and
similar expressions may identify such forward-looking statements. Such
forward-looking statements include the anticipated changes in the
business environment in which Pitney Bowes operates and in Pitney Bowes’
future operating results relating to the potential benefits of a
transaction with Borderfree and the ability of Pitney Bowes to complete
the acquisition of Borderfree, including the parties’ ability to satisfy
the conditions to the transaction set forth in the definitive agreement
for the transaction. Actual results may differ materially from current
expectations because of risks associated with uncertainties as to the
timing of the tender offer and the associated transactions; the
possibility that various conditions to the consummation of the
transaction may not be satisfied or waived; the possibility that
competing offers or acquisition proposals will be made; the effects of
disruption from the transaction on the respective businesses of Pitney
Bowes and Borderfree; the risk that stockholder litigation in connection
with the transaction may result in significant costs of defense,
indemnification and liability; and the fact that the announcement and
pendency of the transaction may make it more difficult to establish or
maintain relationships with employees, customers and other business
partners; other risks and uncertainties pertaining to the business of
Pitney Bowes and Borderfree detailed in their respective filings with
the SEC from time to time.
Forward-looking statements in this document should be evaluated
together with the many uncertainties that affect the businesses of
Pitney Bowes and Borderfree, in their respective 2014 Annual Reports on
Form 10-K and in their other reports with the SEC. The reader is
cautioned not to rely unduly on these forward-looking statements. Pitney
Bowes expressly disclaims any intent or obligation to publicly update
any forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law.
Source: Pitney Bowes Inc.
Pitney Bowes Inc.
Editorial
Bill Hughes, 203-351-6785
Chief
Communications Officer
or
Financial
Charles F. McBride,
203-351-6349
VP, Investor Relations
