0000950157-15-000442.txt : 20150505 0000950157-15-000442.hdr.sgml : 20150505 20150505173059 ACCESSION NUMBER: 0000950157-15-000442 CONFORMED SUBMISSION TYPE: SC TO-C PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20150505 DATE AS OF CHANGE: 20150505 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Borderfree, Inc. CENTRAL INDEX KEY: 0001277141 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-C SEC ACT: 1934 Act SEC FILE NUMBER: 005-88623 FILM NUMBER: 15834216 BUSINESS ADDRESS: STREET 1: SUITE 1902 STREET 2: 555 8TH AVENUE CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 2122993500 MAIL ADDRESS: STREET 1: 55 W. 39TH ST STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 FORMER COMPANY: FORMER CONFORMED NAME: FiftyOne, Inc. DATE OF NAME CHANGE: 20100512 FORMER COMPANY: FORMER CONFORMED NAME: E4X INC DATE OF NAME CHANGE: 20040121 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PITNEY BOWES INC /DE/ CENTRAL INDEX KEY: 0000078814 STANDARD INDUSTRIAL CLASSIFICATION: OFFICE MACHINES, NEC [3579] IRS NUMBER: 060495050 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-C BUSINESS ADDRESS: STREET 1: PITNEY BOWES INC STREET 2: 1 ELMCROFT ROAD CITY: STAMFORD STATE: CT ZIP: 06926-0700 BUSINESS PHONE: 2033565000 MAIL ADDRESS: STREET 1: 1 ELMCROFT ROAD CITY: STAMFORD STATE: CT ZIP: 06926-0700 SC TO-C 1 sctoc.htm TENDER OFFER STATEMENT

 
UNITED STATES
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


BORDERFREE, INC.
(Name of Subject Company (Issuer))

BRICKBREAKER ACQUISITION CORP.
(Offeror)
a wholly owned subsidiary of


PITNEY BOWES INTERNATIONAL HOLDINGS, INC.
(Offeror)
a subsidiary of


PITNEY BOWES INC.
(Offeror)
(Names of Filing Persons (identifying status as offeror, issuer or other person))


COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)

09970L100
(CUSIP Number of Class of Securities)

Daniel Goldstein
Executive Vice President, Chief Legal and Compliance Officer
Pitney Bowes Inc.
1 Elmcroft Road
Stamford, Connecticut 06926-0700
(203) 356-5000
(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)


With copies to:

Scott A. Barshay, Esq.
Ting S. Chen, Esq.
Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
(212) 474-1000
 
 

CALCULATION OF FILING FEE
 
 
Transaction Valuation
Amount of Filing Fee
Not Applicable*
Not Applicable*
 
 
* A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer.

☐ 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 statement number, or the Form or Schedule and the date of its filing.
 
Amount Previously Paid: N/A
Filing Party: N/A
Form or Registration No.: N/A
Date Filed: N/A

☒ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

☒ third-party tender offer subject to Rule 14d-1.
☐ issuer tender offer subject to Rule 13e-4.
☐ going-private transaction subject to Rule 13e-3.
☐ 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:  ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
☐ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

 
This Tender Offer Statement on Schedule TO relates solely to preliminary communications made before the commencement of a planned tender offer by BrickBreaker Acquisition Corp., a Delaware corporation (“Purchaser”) and a wholly-owned subsidiary of Pitney Bowes International Holdings, Inc., a Delaware corporation (“PBIH”) and a subsidiary of Pitney Bowes, Inc., a Delaware corporation (the “Company”), for all of the outstanding shares of common stock of Borderfree, Inc. (“Borderfree”), to be commenced pursuant to an Agreement and Plan of Merger, dated as of May 5, 2015, by and among the Company, Purchaser and Borderfree.

The tender offer for the outstanding common stock of Borderfree has not yet commenced. This communication is for informational purposes only and it is neither an offer to purchase nor a solicitation of an offer to sell shares of Borderfree common stock. At the time the tender offer is commenced, Pitney Bowes will file a tender offer statement, containing an offer to purchase, a form of letter of transmittal and other related tender offer documents with the SEC, and Borderfree will file a Solicitation/Recommendation Statement on Schedule 14D-9 relating to the tender offer with the SEC. Borderfree’s stockholders are strongly advised to read these tender offer materials, as well as any other documents relating to the tender offer and the associated transactions that are filed with the SEC, carefully and in their entirety when they become available, as they may be amended from time to time, because they will contain important information about the tender offer that Borderfree’s stockholders should consider prior to making any decisions with respect to the tender offer. Once filed, stockholders of Borderfree will be able to obtain a free copy of these documents at the website maintained by the SEC at www.sec.gov, or by directing a request to Pitney Bowes, Investor Relations, 203-351-6349 or e-mail: investorrelations@pb.com.
 

 

 EXHIBIT INDEX
 
99.1
Letter to Employees dated May 5, 2015.


EX-99.1 2 ex99-1.htm LETTER TO EMPLOYEES


 

Dear Colleague:

Moments ago, we announced a definitive agreement to acquire Borderfree, a market leader in global ecommerce solutions (link to press release on the IR Site).

We made this move for a couple of important reasons: First, it will enable us to provide our clients with a broader range of end-to-end, cross-border ecommerce solutions.  Second, it will accelerate the expansion of our digital commerce business, one of our key growth strategies.

This makes sense because Borderfree’s capabilities complement and expand our existing ecommerce offering.  This gives us a significant opportunity to deliver greater value to clients of all sizes looking to grow their businesses internationally.

I expect the acquisition of Borderfree to be completed by the end of the second quarter.  In the meantime, the two businesses will continue to operate as separate companies.

Once the deal is complete, we will put a lot of focus on integrating our two companies.  This is the key to any successful acquisition.  To make sure we do this well, I have asked Lila Snyder, who runs our DMT business, to be the integration executive. Over the next couple of months, Lila will work closely with a team of Pitney Bowes and Borderfree’s employees to ensure a seamless transition.

Our agreement to acquire Borderfree is another important marker of our progress.  As we build the bridge to our second century, we know that there is much more work to do.  We also remain confident that our vision is clear and our strategy is sound.  It is now up to us to execute.



Regards,



Important Additional Information

The tender offer for the outstanding common stock of Borderfree has not yet commenced. This communication is for informational purposes only and it is neither an offer to purchase nor a solicitation of an offer to sell shares of Borderfree common stock. At the time the tender offer is commenced, Pitney Bowes will file a tender offer statement, containing an offer to purchase, a form of letter of transmittal and other related tender offer documents with the Securities and Exchange Commission (the “SEC”), and Borderfree will file a Solicitation/Recommendation Statement on Schedule 14D-9 relating to the tender offer with the SEC. Borderfree’s stockholders are strongly advised to read these tender offer materials, as well as any other documents relating to the tender offer and the associated transactions that are filed with the SEC, carefully and in their entirety when they become available, and as they may be amended from time to time, because they will contain important information about the tender offer that Borderfree’s stockholders should consider prior to making any decisions with respect to the tender offer. Once filed, stockholders of Borderfree will be able to obtain a free copy of these documents at the website maintained by the SEC at www.sec.gov, by directing a request to Pitney Bowes, Investor Relations, 203-351-6349 or e-mail: investorrelations@pb.com.
 
 
 

 

Forward-Looking Statements

This communication contains statements that are forward-looking. We want to caution readers that any forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 may change based on various factors. These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties and actual results could differ materially. Words such as “estimate”, “target”, “project”, “plan”, “believe”, “expect”, “anticipate”, “intend” and similar expressions may identify such forward-looking statements. Such forward-looking statements include the anticipated changes in the business environment in which Pitney Bowes operates and in Pitney Bowes’ future operating results relating to the potential benefits of a transaction with Borderfree and the ability of Pitney Bowes to complete the acquisition of Borderfree, including the parties’ ability to satisfy the conditions to the transaction set forth in the definitive agreement for the transaction. Actual results may differ materially from current expectations because of risks associated with uncertainties as to the timing of the tender offer and the associated transactions; the possibility that various conditions to the consummation of the transaction may not be satisfied or waived; the possibility that competing offers or acquisition proposals will be made; the effects of disruption from the transaction on the respective businesses of Pitney Bowes and Borderfree; the risk that stockholder litigation in connection with the transaction may result in significant costs of defense, indemnification and liability; and the fact that the announcement and pendency of the transaction may make it more difficult to establish or maintain relationships with employees, customers and other business partners; other risks and uncertainties pertaining to the business of Pitney Bowes and Borderfree detailed in their respective filings with the SEC from time to time.
 
Forward-looking statements in this document should be evaluated together with the many uncertainties that affect the businesses of Pitney Bowes and Borderfree, in their respective 2014 Annual Reports on Form 10-K and in their other reports with the SEC. The reader is cautioned not to rely unduly on these forward-looking statements. Pitney Bowes expressly disclaims any intent or obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.