ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On June 20, 2022, Pitney Bowes International Holdings, Inc., a Delaware Corporation (“PBIH”), and Pitney Bowes Holdings Limited, an English private limited company (“PBUK” and, together with PBIH, the “Sellers”), wholly owned subsidiaries of Pitney Bowes Inc. (“PBI”), entered into an Equity Purchase Agreement (the “Purchase Agreement”) with Global-e UK Ltd., an English private limited company (“GLBEUK”), Global-e US Inc., a Delaware corporation (“GLBEUS” and, together with GLBEUK, the “Purchasers”) and Global-E Online Ltd., an Israeli limited liability company (“GLBE”), pursuant to which the Sellers have agreed to sell their Borderfree cross-border ecommerce solutions business (the “Business”) to the Purchasers for $100,000,000 in cash consideration, subject to certain adjustments.
The consummation of the transactions contemplated by the Purchase Agreement is subject to customary conditions.
The Purchase Agreement contains provisions giving both the Sellers and the Purchasers rights to terminate the Purchase Agreement under specified circumstances, including if the closing has not occurred on or before August 20, 2022, subject to the terms and conditions of the Purchase Agreement.
The Purchase Agreement includes customary representations, warranties and covenants of the Sellers, the Purchasers and GLBE.
The foregoing description of the Purchase Agreement and the transactions contemplated thereby is qualified in its entirety by the full text of the Purchase Agreement, a copy of which is attached hereto as Exhibit 2.1 and incorporated herein by reference.
The Purchase Agreement has been included to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about PBI, the Sellers, the Business, the Purchasers or GLBE or any of their respective businesses, subsidiaries or affiliates. The representations, warranties and covenants contained in the Purchase Agreement (a) were made by the parties thereto only for purposes of that agreement and as of specific dates; (b) were made solely for the benefit of the parties to the Purchase Agreement; (c) may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Purchase Agreement (such disclosures include information that has been included in public disclosures, as well as additional non-public information); (d) may have been made for the purposes of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts; and (e) may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of PBI, the Sellers, the Business, the Purchasers or GLBE or any of their respective subsidiaries or affiliates. Additionally, the representations, warranties, covenants, conditions and other terms of the Purchase Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in PBI’s public disclosures.