By Lisa Kerner
Charlotte, N.C., April 2 - Xerox Corp. entered into a definitive agreement to acquire Global Imaging Systems, Inc. for $29.00 per share in cash for a total purchase price valued at about $1.5 billion.
The deal is structured as a two-step merger consisting of a cash tender offer followed by a cash merger in which Xerox would acquire any remaining outstanding shares of Global Imaging common stock.
The merger agreement includes a termination fee of $34.38 million, according to an 8-K filing with the Securities and Exchange Commission.
Upon completion of the transaction, expected in May, Global Imaging will operate as a wholly owned subsidiary of Xerox, according to a company news release.
Global Imaging will keep its Tampa, Fla., headquarters location and will continue to be lead by chairman, chief executive officer and founder Tom Johnson and by president and chief operating officer Michael Shea.
"Joining forces with Global Imaging Systems gives Xerox access to their extensive customer base and adds more than 1,400 'feet on the street' selling Xerox systems," Xerox chairman and chief executive officer Anne M. Mulcahy said in the release.
This acquisition is Xerox's third in the past year. The company closed the $175 million cash acquisition of Amici LLC in July 2006 and acquired XMPie for $54 million in November.
Global Imaging sells and services automated office equipment, including copiers, network integration solutions and electronic presentation systems.
Stamford, Conn.-based Xerox develops, markets and services document equipment and software.
| Acquirer: | Xerox Corp.
|
| Target: | Global Imaging Systems, Inc.
|
| Transaction value: | $1.5 billion
|
| Payment per share: | $29.00
|
| Termination fee: | $34.38 million
|
| Announcement date: | April 2
|
| Expected closing: | May
|
| Stock price for target: | Nasdaq: GIXS; $19.50 on March 30
|
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