Pitney Bowes Recommends Stockholders Reject Mini-Tender Offer by TRC Capital Corporation
STAMFORD, Conn., March 23, 2015 - Pitney Bowes Inc. (PBI:NYSE) has been notified of an unsolicited “mini-tender” offer by TRC Capital Corporation (“TRC”) to purchase up to 4,000,000 shares, or approximately 2.0 percent, of the outstanding Pitney Bowes common stock at a price of $22.15 per share in cash. TRC’s offer price is approximately 4.73 percent less than the $23.25 closing price of Pitney Bowes common stock on March 19, 2015, the day before the mini-tender offer commenced.
Pitney Bowes does not endorse TRC’s mini-tender offer and recommends that Pitney Bowes stockholders do not tender their shares in response to the offer because it is a mini-tender offer at a price below the market price for Pitney Bowes shares (as of the date Pitney Bowes received notice of the offer) and is subject to numerous conditions. According to TRC’s offer documents, Pitney Bowes stockholders who have already tendered their shares may withdraw their shares at any time prior to 12:01 a.m. New York City time, on Tuesday, April 21, 2015, the expiration date set forth in the offer documents (unless extended), by following the procedures described in the offer documents. Pitney Bowes urges stockholders to obtain current market quotes for their shares, to review the conditions to TRC’s mini-tender offer, to consult with their brokers or financial advisors and to exercise caution with respect to this mini-tender offer. Pitney Bowes is not associated with TRC, its mini-tender offer or the offer documentation.
TRC has made many similar mini-tender offers for shares of other companies. Mini-tender offers are designed to seek to acquire less than 5 percent of a company’s outstanding shares, thereby avoiding many disclosure and procedural requirements of the Securities and Exchange Commission (“SEC”) that apply to offers for more than 5 percent of a company’s outstanding shares. As a result, mini-tender offers do not provide investors with the same level of protections as provided by larger tender offers under United States securities laws.
The SEC has cautioned investors about these offers, noting that “some bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price.” The SEC’s Investor Tips regarding mini-tender offers may be found on the SEC’s website at www.sec.gov/investor/pubs/minitend.htm.
Pitney Bowes encourages brokers and dealers, as well as other market participants, to review the SEC’s letter regarding broker-dealer mini-tender offer dissemination and disclosures at www.sec.gov/divisions/marketreg/minitenders/sia072401.htm and NASD’s Notice to Members 99-53 issued July 1999, regarding guidance to members forwarding mini-tender offers to their customers, which can be found at www.finra.org/web/groups/industry/@ip/@reg/@notice/documents/notices/p004221.pdf. Pitney Bowes requests that a copy of this press release be included with all distributions of materials relating to TRC’s mini-tender offer.
About Pitney Bowes
Pitney Bowes (NYSE: PBI) is a global technology company offering innovative products and solutions that enable commerce in the areas of customer information management, location intelligence, customer engagement, shipping and mailing, and global ecommerce. More than 1.5 million clients in approximately 100 countries around the world rely on products, solutions and services from Pitney Bowes. For additional information, visit Pitney Bowes at www.pb.com.