Xerox Begins Tender Offer To Acquire Global Imaging Systems
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.
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