Oce Announces Extension of Subsequent Offering Period for Imagistics International Inc. to October 28, 2005
26 Octobre 2005 - 4:43PM
Business Wire
Oce N.V. announced today that it is extending the expiration date
of the subsequent offering period by its wholly-owned subsidiary
Orange Merger Corp. to purchase all of the outstanding shares of
common stock (including the associated Series A Junior
Participating Preferred Stock purchase rights) of Imagistics
International Inc. (NYSE: IGI), at a price of $42.00 per share, net
to the seller in cash to 5:00 p.m., New York City time, on October
28, 2005. The subsequent offering period was originally scheduled
to expire at 5:00 p.m., New York City time, on Tuesday, October 25,
2005. Oce will immediately accept all shares properly tendered, as
they are tendered, during the extended subsequent offering period
and will pay for such shares promptly. Stockholders who tender
during the subsequent offering period will receive the same $42.00
per share, net to the seller in cash, paid during the initial
offering period. The subsequent offer is on the same terms and
subject to the same conditions set forth in the offer to purchase,
dated September 19, 2005 and the related letter of transmittal,
except that, as permitted by the rules of the Securities and
Exchange Commission, the shares tendered during the subsequent
offering period may not be withdrawn. As of 5:00 p.m., October 25,
2005, a total of approximately 13,819,172 shares of Imagistics'
common stock had been tendered, representing approximately 88.8% of
Imagistics' issued and outstanding common stock. Orange Merger
Corp. has accepted all shares validly tendered as of that time in
accordance with the terms of the tender offer. Payments for shares
accepted through that time will be made promptly by Mellon Investor
Services LLC, the depositary for the tender offer. Following the
expiration of the subsequent offering period at 5:00 p.m., New York
City time, on October 28, 2005, Oce intends to exercise its option,
granted in the merger agreement, to purchase newly issued shares
from Imagistics that, when added to the number of shares owned by
Orange Merger Corp., represent over 90% of Imagistics' issued and
outstanding common stock. Oce intends to complete the acquisition
of Imagistics through a merger of Orange Merger Corp. with and into
Imagistics on Monday, October 31, 2005. As a result of the merger,
all remaining outstanding shares of Imagistics' common stock not
purchased by Orange Merger Corp. in the tender offer (except for
any shares for which appraisal rights under applicable law have
been properly exercised) will be converted into the right to
receive $42.00 per share, net to the seller in cash. As a result of
the merger, Imagistics will become a wholly owned subsidiary of
Oce. Following the merger, Oce will terminate the listing of
Imagistics' common stock on the New York Stock Exchange. This
announcement is neither an offer to purchase nor a solicitation of
an offer to sell any securities. Any offers to purchase or
solicitation of offers to sell will be made only pursuant to a
tender offer statement and a solicitation/recommendation statement
filed with the Securities and Exchange Commission. Shareholders
should read the tender offer statement (including an offer to
purchase, a letter of transmittal and other offer documents) and
the solicitation/recommendation statement, as such documents have
been amended and supplemented, because such documents contain
important information. Those materials will be made available to
all stockholders of Imagistics International Inc. at no expense to
them. In addition, all of those materials (and all other offer
documents filed with the SEC) will be available at no charge on the
SEC's web site (http://www.sec.gov). The tender offer statement and
related materials may also be obtained for free by directing such
requests to D.F. King & Co., Inc., 48 Wall Street, 22nd Floor,
New York, New York 10005, or by calling toll free (800) 859-8508.
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