SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
TO
TENDER
OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF
THE SECURITIES EXCHANGE ACT OF 1934
GLOBAL
IMAGING SYSTEMS, INC.
(Name
of
Subject Company)
RG
Acquisition I Corp.
(Offeror)
XEROX
CORPORATION
(Parent
of Offeror)
(Name
of
Filing Persons -- Offerors)
Common
Stock, par value $0.01 per share
(Title
of
Class of Securities)
37934A
10 0
(CUSIP
Number of Class of Securities)
Samuel
K. Lee
Assistant
Secretary, Associate General Counsel
Xerox
Corporation
800
Long
Ridge Road
P.O.
Box
1600
Stamford,
Connecticut
06904
(203)
968-3000
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications on Behalf of Filing Person)
Copies
to:
Scott
A. Barshay, Esq.
Cravath,
Swaine & Moore LLP
Worldwide
Plaza
825
Eighth Avenue
New
York, New York 10019
(212)
474-1000
CALCULATION
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the box if any part of the fee is offset as provided by Rule 0-11(a)(2)
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Identify the previous filing by registration number, or the Form
or
Schedule and the date of its
filing.
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Check
the box if the filing relates solely to preliminary communications
made
before the commencement of a tender
offer.
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Check
the
appropriate boxes below to designate any transactions to which the statement
relates:
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third-party
tender offer subject to Rule 14d-1.
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¨
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issuer
tender offer subject to Rule 13e-4.
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going-private
transaction subject to Rule 13e-3.
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¨
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amendment
to Schedule 13D under Rule 13d-2.
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Check
the
following box if the filing is a final amendment reporting the results of the
tender offer: ¨
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Xerox
Agrees to Acquire
Global
Imaging Systems
FACT
SHEET
April
2007
|
 |
On
April 2, 2007, Xerox Corporation (NYSE: XRX) agreed to acquire Global Imaging
Systems, Inc. (NASDAQ: GISX) for $29 per share in cash. The total purchase
price is expected to be about $1.5 billion.
Global
Imaging is a
U.S. supplier of office technology solutions, which includes the sale and
service of automated office equipment, network integration services, and
electronic presentation systems. The company supports primarily small to
mid-size businesses (SMB), which represent a $16 billion Xerox opportunity
in the United States.
The
acquisition
strengthens Xerox’s distribution expansion strategy, increasing Xerox’s SMB
distribution by 50 percent and giving Xerox access to about 200,000 new
SMB
customers.
Global
Imaging Systems Inc.: NASDAQ: GISX
Headquarters:
Tampa, Fla.
Founded:
1994
Employees:
4,500
Fiscal
2006
Revenue: $1.03 billion
Business:
Reseller of office print equipment and services
Chairman
and CEO: Tom Johnson
President
and COO: Michael Shea
Q: Why
is Xerox buying Global Imaging Systems?
To
significantly expand Xerox’s distribution in the fast-growing small and mid-size
business (SMB) market. The acquisition:
| · |
Increases
Xerox’s SMB distribution capacity by more than
50%
|
| · |
Adds
more
than 1,400 “feet
on the
street”
selling Xerox systems
|
| · |
Provides
access to about 200,000 SMB users currently served by
Global
|
| · |
Expands
visibility and access to Xerox brand in SMB
market
|
Q:
Why is
Xerox interested in expanding its presence to SMB
customers?
SMB
customers
represent one of the largest and fastest growing segments of the global
economy. Small businesses represent 99.7 percent of all employer firms
in the
U.S., according to the U.S. Small Business Administration. According to
IDC, a
leading industry research firm, installs of office printers and multifunction
products in small and mid-size businesses have been increasing at a compound
annual growth rate of 15 percent over the last five years. At the same
time,
Xerox has expanded its portfolio to include products, software and services
that
are designed to meet the needs of SMB customers. Xerox is now expanding
its
distribution capacity to participate in more purchasing decisions and bring
the
value of the Xerox brand to more SMB customers.
Q:
Does
Global currently sell Xerox equipment?
Global
sells
document technology products from a variety of manufacturers, but currently
no
Xerox offerings. Global will over time add the full range of Xerox office
and
production products and supplies, including all Phaser® and
WorkCentre® printers and multifunction systems that print, copy, fax
and scan, as well as Xerox Nuvera™ and DocuColor® digital presses.
Xerox
Agrees to
Acquire Global Imaging Systems Inc.
Q:
When will Global start selling Xerox
equipment?
Global
will begin selling Xerox equipment as soon as the acquisition
closes.
Q:
How is Xerox funding the acquisition?
This
is an all-cash transaction and is structured as a two-step
acquisition including a cash tender offer for all outstanding shares of
Global
common stock, followed by a cash merger in which Xerox would acquire any
remaining outstanding shares of Global common stock.
Q:
Will
Xerox continue its share
repurchase program?
Xerox
is committed to executing on its share repurchase
program. Xerox has spent $1.7 billion and bought back more than 113
million shares since the program began in October 2005. The company has
authorization for another $775 million and will continue to buy back shares
in
line with cash flow.
Q:
When will the deal close?
The
acquisition of Global is expected to close in May. It is subject
to customary closing conditions, including the tender of at least a majority
of
the shares of Global common stock and receipt of clearance under the
Hart-Scott-Rodino Antitrust Improvements Act.
Q:
When was Global founded?
Global
was founded in June 1994 by current chairman and CEO, Tom
Johnson. Global held its initial public offering in 1998.
Q:
How will Global report to Xerox?
Tom
Johnson, chairman and CEO, and Michael Shea, president and chief
operating officer of Global, will continue to lead the company, reporting
directly to Jim Firestone, president, Xerox North America. They’ll work in
tandem with Xerox’s North American Partners Group to align with Xerox’s other
SMB distribution channels. Global will keep its headquarters in Tampa,
Fla. Its
4,500 employees will continue to operate as part of Global in the company’s 21
regional core companies.
Q:
Will Global sell Xerox services and solutions in addition
to products?
We
believe there is potential to up sell services to SMB customers as
their businesses grow and need more value-added support.
Q:
Who will service Xerox products sold by
Global?
Global
has its own dedicated force of 1,700 service professionals who
are trained to support several vendors’ products. Xerox will train them on
supporting Xerox systems. Xerox expects Global’s service model to stay the
same.
Q:
What were Global’s last fiscal year
results?
For
the company’s fiscal year, which ended March 31, 2006, Global
reported full-year revenue of $1.03 billion, an increase of 11 percent
from the
previous fiscal year. Income from operations was $114 million, and net
income
was $62 million, up 9 percent from fiscal year 2005.
Q:
When is the last time Xerox made an acquisition of this
size?
Xerox
acquired the Tektronix Color Printing and Imaging Division in
2000 for $950 million. This is Xerox’s third acquisition in the past year. In
July 2006, Xerox closed on the $175 million cash acquisition of Amici LLC,
a
provider of electronic discovery services that support litigation and regulatory
compliance. Xerox acquired XMPie for $54 million in November of last year.
XMPie
is the leading provider of software for personalized, multimedia marketing
campaigns.
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Media
Contacts:
Christa
Carone, Xerox Corporation, 203-968-4644,
christa.carone@xerox.com
Mike
Zimmerman, Xerox Corporation, 585-423-4588,
michael.zimmerman@xerox.com
Earle
Brown, for Global, 727-781-5577,
gisx@mindspring.com
Additional
Information
The
tender offer described herein has not yet commenced, and the description
contained herein is neither an offer to purchase nor a solicitation of an
offer
to sell securities. At the time the tender offer is commenced, Xerox Corporation
will file a tender offer statement with the U.S. Securities and Exchange
Commission (the “SEC”).
Investors and Global Imaging Systems Inc. security holders are strongly advised
to read the tender offer statement (including an offer to purchase, letter
of
transmittal and related tender offer documents) and the related
solicitation/recommendation statement that will be filed by Global Imaging
Systems Inc. with the SEC, because they will contain important information.
These documents will be available at no charge on the SEC’s Web site at
www.sec.gov.