Oce Announces Expiration of Subsequent Offering Period and Completion of Tender Offer For Imagistics International Inc.
31 Octobre 2005 - 2:26PM
Business Wire
Oce N.V. announced today that the subsequent offering period of the
tender offer 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 expired, as
scheduled, at 5:00 p.m., New York City time, on October 28, 2005.
As of 5:00 p.m., October 28, 2005 a total of 13,875,586 shares had
been tendered pursuant to the offer and the subsequent offering
period, representing approximately 89.2% of Imagistics' 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. Later today, 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. Immediately after the exercise of the
option, Oce intends to complete the acquisition of Imagistics
through a merger of Orange Merger Corp. with and into Imagistics.
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. In addition, 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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