UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Amendment No. 3)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
MapInfo Corporation
(Name of Subject Company (issuer))
Magellan Acquisition Corp.
a wholly-owned subsidiary of
Pitney Bowes Inc.
(Names of Filing Persons (identifying status as offeror, issuer or other person))
| Common Stock, $0.002 par value per share | 565105103 | |
| (Title of Class of Securities) | (CUSIP Number of Class of Securities) |
Michele Coleman Mayes, Esq.
Senior Vice President & General Counsel
Pitney Bowes, Inc., MSC 65-24
One Elmcroft Road
Stamford, CT 06926-0700
Telephone: (203) 351-7924
(Name, address and telephone numbers of person authorized to
receive notices and communications on behalf of filing persons)
Copies to:
Ronald R. Papa, Esq.
Proskauer Rose LLP
1585 Broadway
New York, NY 10036-8299
Telephone: (212) 969-3325
Calculation of Filing Fee
| Transaction valuation (1) |
Amount of filing fee (2) | |
| $440,805,362 | $13,533 |
| (1) | Estimated for purposes of calculating the filing fee only. The transaction valuation was calculated based on the offer to purchase all of the outstanding shares of common stock of MapInfo Corporation at a purchase price equal to $20.25 per share and 21,768,166 shares issued and outstanding, as of March 22, 2007, as represented by MapInfo Corporation. |
| (2) | The amount of filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, is calculated by multiplying the transaction value by 0.0000307 |
| x | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount Previously Paid: |
$13,533 | |
| Form or Registration No.: |
Schedule TO-T | |
| Filing Party: |
Pitney Bowes Inc. and Magellan Acquisition Corp. | |
| Date Filed: |
March 22, 2007 |
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| x | third-party tender offer subject to Rule 14d-1. |
| ¨ | issuer tender offer subject to Rule 13e-4. |
| ¨ | going-private transaction subject to Rule 13e-3. |
| ¨ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: x
This Amendment No. 3 (this “Final Amendment”) to the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission (the “SEC”) on April 19, 2007, amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”) filed initially with the SEC on March 22, 2007, as amended by Amendment No. 1 on April 3, 2007 and Amendment No. 2 on April 13, 2007, by Pitney Bowes Inc., a Delaware corporation (“Pitney Bowes”), and Magellan Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Pitney Bowes (the “Purchaser”). The Schedule TO relates to the offer by the Purchaser to purchase all outstanding shares (the “Shares”) of common stock, par value $0.002 per share, of MapInfo Corporation, a Delaware corporation (the “Company”), at a purchase price of $20.25 per Share in cash, without interest thereon, less any required withholding and transfer taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated March 22, 2007 (the “Offer to Purchase”) and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”). Except as specifically provided herein, this Final Amendment does not modify any of the information previously reported on the Schedule TO.
Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Offer to Purchase.
Items 1, 4, 8 and 11 of the Schedule TO.
Items 1, 4, 8 and 11 of the Schedule TO are hereby amended and supplemented by including the following:
“The Depositary for the Offer has advised Pitney Bowes and the Purchaser, that, as of the expiration of the Offer, approximately 20.1 million Shares, including approximately 1.0 million Shares that were tendered pursuant to guaranteed delivery procedures, were validly tendered and not withdrawn in the Offer. Those Shares represent approximately 92.1 percent of the Company’s outstanding Shares, including approximately 4.7 percent of outstanding Shares that were tendered pursuant to guaranteed delivery procedures. Following the expiration of the Offer, the Purchaser accepted for payment all Shares validly tendered and not withdrawn pursuant to the Offer.
Pursuant to the Merger Agreement, the Purchaser merged with and into the Company, with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Pitney Bowes. By virtue of the Merger, each outstanding Share not tendered in the Offer, other than those held by holders who demand appraisal rights for such Shares under Delaware law, have been converted into the right to receive $20.25 in cash, without interest (the same price paid in the Offer). In order to accomplish the Merger as a “short-form” merger, the Purchaser exercised the Top-Up Option which permitted it to purchase a limited number of additional Shares directly from the Company for $20.25.”
Item 12 of the Schedule TO. Exhibits
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibits:
“(a)(6) Press release issued by Pitney Bowes on April 19, 2007.
(a)(7) Press release issued by Pitney Bowes on April 19, 2007.”
After due inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: April 19, 2007
| MAGELLAN ACQUISITION CORP. | ||||
| By: |
/s/ Helen Shan | |||
| Name: | Helen Shan | |||
| Title: | Vice President and Treasurer | |||
| PITNEY BOWES INC. | ||||
| By: | /s/ Helen Shan | |||
| Name: | Helen Shan | |||
| Title: | Vice President and Treasurer | |||
Exhibit (A)(6)
Pitney Bowes Completes Tender Offer for Shares of MapInfo
STAMFORD, Conn., Apr 19, 2007 (BUSINESS WIRE) — Pitney Bowes Inc. (NYSE:PBI) today announced the successful completion of the tender offer by its direct wholly-owned subsidiary, Magellan Acquisition Corp., at $20.25 net per share in cash for all the outstanding shares of common stock of MapInfo Corporation (NASDAQ:MAPS). The offer expired at 12:00 Midnight, New York City time, on April 18, 2007.
The depositary for the offer has advised Pitney Bowes and Magellan Acquisition Corp., that, as of the expiration of the offering period, approximately 20.1 million shares (which includes approximately 1.0 million shares that were tendered pursuant to guaranteed delivery procedures) were validly tendered and not withdrawn in the tender offer. Those shares represent approximately 92.1 percent of MapInfo’s outstanding shares (including approximately 4.7 percent of outstanding shares that were tendered pursuant to guaranteed delivery procedures). All validly tendered shares have been accepted for payment in accordance with the terms of the tender offer.
Pitney Bowes intends to complete the acquisition of MapInfo through a “short-form” merger on April 19, 2007 or as soon as practicable thereafter. In order to accomplish the acquisition through a short-form merger, Magellan Acquisition Corp. intends to exercise a “top-up” option granted under the merger agreement with MapInfo which permits it to purchase a limited number of additional shares directly from MapInfo for $20.25 per share (the same purchase price paid in the offer). In the short-form merger all outstanding MapInfo shares not purchased in the tender offer, and not held by a holder who demands appraisal rights for such shares under the Delaware General Corporation Law, will be converted into the right to receive $20.25 net per share in cash. Following the merger, detailed instructions will be mailed to MapInfo stockholders who did not tender during the offer, outlining the steps to be taken to obtain merger consideration or demand appraisal rights.
MapInfo is a global company and the leading provider of location intelligence solutions, integrating software, data and services to provide greater value from location-based information and drive more insightful decisions for businesses and government organizations around the world. Its solutions are available in multiple languages through a network of strategic partners and distribution channels in 60 countries. MapInfo’s customers span a diverse set of targeted vertical markets where location is a critical decision-making component, including communications, public sector, retail and financial services, including insurance. In the private sector, companies use MapInfo products and services for a variety of purposes including site selection, risk analysis, marketing, customer services, sales territory alignment and routing. In the public sector, government agencies around the world use MapInfo solutions to improve public safety, crime analysis, asset management, emergency preparedness and response. The company’s customer base includes such recognized names as British Telecom, MasterCard, and The Home Depot.
Pitney Bowes is a $5.7 billion global provider of integrated mailstream management solutions headquartered in Stamford, Connecticut. The company serves over 2 million businesses of all sizes in more than 130 countries through dealer and direct operations. For more information, please visit www.pb.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements. Any statements that are not statements of historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” “estimates,” and similar expressions) should also be considered to be forward-looking statements. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including, the ability of Pitney Bowes to successfully integrate MapInfo’s operations and employees; the ability to realize anticipated synergies and cost savings; and other factors described in Pitney Bowes’ Annual Report on Form 10-K for the year ended December 31, 2006 and in MapInfo’s Annual Report on Form 10-K for the year ended September 30, 2006, each of which has been filed with the SEC. Except as otherwise required by law, Pitney Bowes and MapInfo disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this press release.
SOURCE: Pitney Bowes Inc.
Pitney Bowes Inc.
Sheryl Y. Battles, 203-351-6808
VP, Corp. Communications
or
Charles F. McBride, 203-351-6349
VP, Investor Relations
Exhibit (A)(7)
Pitney Bowes Completes Acquisition of MapInfo
“Name Changed to PB MapInfo Corporation”
STAMFORD, Conn.—(BUSINESS WIRE)—April 19, 2007—Pitney Bowes Inc. (NYSE:PBI) announced today that it has successfully completed the acquisition of MapInfo Corporation (NASDAQ: MAPS) at a price of $20.25 net per share in cash.
Today, Magellan Acquisition Corp., a wholly-owned subsidiary of Pitney Bowes, merged with and into MapInfo. In connection with the merger, MapInfo has changed its name to PB MapInfo Corporation. The merger followed the successful completion by Magellan Acquisition Corp. of a tender offer for all outstanding shares of MapInfo at $20.25 net per share in cash which was completed at 12:00 Midnight, New York City time, on April 18, 2007. As a result of the merger, all outstanding shares of MapInfo, other than those held by holders who demand appraisal rights, have been converted into the right to receive $20.25 in cash, without interest (the same price paid in the tender offer). MapInfo stockholders whose shares were not validly tendered and accepted for payment in the tender offer will receive a Notice of Merger and a Letter of Transmittal that will instruct them on how to receive the merger consideration, and a Notice of Appraisal Rights under the Delaware General Corporation Law. In order to accomplish the merger as a “short-form” merger, Magellan Acquisition Corp. exercised a “top-up” option pursuant to the merger agreement which permitted it to purchase a limited number of additional shares directly from MapInfo for $20.25 per share (the same purchase price paid in the offer).
Pitney Bowes provides the world’s most comprehensive suite of mailstream software, hardware, services and solutions to help companies manage their flow of mail, documents and packages to improve communication. Pitney Bowes, with $5.7 billion in annual revenue, takes an all-inclusive view of its customers’ operations, helping organizations of all sizes enjoy the competitive advantage that comes from an optimized mailstream. The company’s 87 years of technological leadership have produced many major mailstream innovations, and it is consistently on the Intellectual Property Owners Association’s list of top U.S. patent holders. With approximately 35,000 employees worldwide, Pitney Bowes serves more than 2 million businesses through direct and dealer operations. More information about the company can be found at www.pb.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements. Any statements that are not statements of historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” “estimates,” and similar expressions) should also be considered to be forward-looking statements. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including, the ability of Pitney Bowes to successfully integrate MapInfo’s operations and employees; the ability to realize anticipated synergies and cost savings; and other factors described in Pitney Bowes’ Annual Report on Form 10-K for the year ended December 31, 2006 and in MapInfo’s Annual Report on Form 10-K for the year ended September 30, 2006, each of which has been filed with the SEC.
Except as otherwise required by law, Pitney Bowes and MapInfo disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this press release.
CONTACT: Editorial - Sheryl Y. Battles
VP, Corp. Communications
203-351-6808
or
Financial - Charles F. McBride
VP, Investor Relations
203-351-6349
or
Website - www.pitneybowes.com
SOURCE: Pitney Bowes Inc.