Pitney Bowes Expands Cross-Border Ecommerce Capabilities with the Acquisition of Borderfree
May 05 2015 - 4:04PM
Business Wire
Acquisition to Accelerate the Long-term
Growth of Pitney Bowes
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.
Pitney Bowes Inc.EditorialBill Hughes, 203-351-6785Chief
Communications OfficerorFinancialCharles F. McBride,
203-351-6349VP, Investor Relations
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