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
Corporation800
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
OF FILING FEE
|
Transaction
Valuation
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Amount
of Filing Fee
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Not Applicable |
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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 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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¨
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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.
|
Check
the
following box if the filing is a final amendment reporting the results of the
tender offer: ¨
Communiqué
4/2/07
#2
To
Xerox
People:
I
am writing to
share the exciting news of a very positive development for Xerox - - a strategic
move that will significantly expand our distribution capacity and provide
critical enablers of our growth strategy. The Xerox Board of Directors has
approved a definitive agreement for Xerox to acquire Global Imaging Systems
(NASDAQ: GISX) for $29 per share. The total purchase price is expected to
be about $1.5 billion. When completed, this acquisition will be the third
in
less than a year.
Global
targets
small and mid-size (SMB) business customers. The company is organized around
21
regional “core companies.” They are located throughout the United States and
they sell and service document management systems including printers, copiers
and multifunction devices; network integration services; and electronic
presentation systems. Today, they sell only competitive equipment. As soon
as
the deal closes, they will begin selling Xerox equipment.
Acquisition
Is Enabler To Growth
I’m
not given to
exaggeration, but this is a very significant move that will provide considerable
leverage to our growth strategy. Here’s a brief summary of why:
| · |
We
immediately gain more than 1,400 new sales reps - - increasing
our “feet
on the street” by some 50 percent.
|
| · |
We
immediately gain access to an extensive customer base of nearly
200,000
U.S. customers in the SMB space, which we have targeted as a growth
opportunity for Xerox.
|
| · |
We
immediately gain $1 billion in annual sales - - that’s about a 6 percent
boost to our total revenue.
|
Global
Imaging Systems - An Industry Leader
As
important, we
gain the expertise, knowledge and experience of a company that has excelled
in
the critical SMB marketplace.
A
recent report by
industry research firm IDC cited Global for the success of its business model
and growth strategy. “Global Imaging has continued to execute on a carefully
planned growth strategy over the last couple of years,” according to IDC analyst
Keith Kmetz. “Global is relentless about focusing on service, chooses its
acquisitions very carefully and has chosen a target market (mid-market
companies) that is advantageous...Global has shown it can grow not only through
acquisitions but also through effective management of existing
businesses."
|
This
publication is not Xerox Private Data, but is intended for Xerox
employees
only. Its purpose is to inform managers about facts behind events
so they
are better informed and can communicate more factually and frequently
with
their employees.
|
Communiqué
/
2
As
you know, our
growth strategy has four major planks - - color, the New Business of Printing,
services and SMB. SMB is one of the fastest growing areas for document
technology and one in which we need to ramp up our resources quickly. According
to IDC, the highly respected 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.
Global
will over
time offer the full range of Xerox office and production products and supplies,
including all Phaser and WorkCentre printers and multifunction systems as well
as Xerox Nuvera and DocuColor digital presses. Through this acquisition, Xerox
will benefit not only from increased equipment sales and install activity,
but
also from the strong annuity stream that comes from the service and supplies
to
support these products.
Once
the
transaction is complete, Global Imaging will operate as a wholly owned
subsidiary of Xerox. Tom Johnson, who is the founder of Global and its 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, including
authorized Xerox sales agents and resellers.
The
acquisition of
Global builds on our announcement earlier this year to increase our investments
in sales channels by providing a broader array of offerings and revenue growth
opportunities to value-added resellers and independent agents. 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.
The
acquisition of
Global 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. The transaction has
been
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.
Thanks
To
All Involved
Kudos
to Larry
Zimmerman, Jim Firestone, John McDermott and their talented teams who worked
long, hard and smart to bring this acquisition to reality. And a warm welcome
to
Tom Johnson, Michael Shea and the entire Global team. We’re delighted to have
them become part of the Xerox family and I know you will join me in welcoming
them.
|
This
publication is not Xerox Private
Data,
but is intended for Xerox employees only. Its purpose is to inform
managers about facts behind events so they are better informed
and
can communicate more factually and frequently with their
employees.
|
Communiqué
/
3
The
acquisition
comes at a perfect time - - a time when our SMB product portfolio is at its
strongest. Now we have even greater distribution muscle to reach customers.
Working together, I know we can demonstrate that in this case the whole
definitely is greater than the sum of the parts.
Sincerely,
Anne M. Mulcahy
Chairman
&
CEO
|
This
publication is not Xerox Private Data, but is intended for Xerox
employees
only. Its purpose is to inform managers about facts behind events
so they
are better informed and can communicate more factually and frequently
with
their employees.
|
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.