SC TO-C: Written communication relating to an issuer or third party tender offer
Published on
SECURITIES AND EXCHANGE COMMISSION,
WASHINGTON, D.C. 20549
SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.)*
Alysis Technologies, Inc.
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(Name of Subject Company (Issuer))
Pitney Bowes Inc.
and
Maui Acquisition Corp.
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(Name of Filing Persons (Offerors))
Common Stock, Par Value $0.01
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(Title of Class of Securities)
449194109
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(CUSIP Number of Class of Securities)
Sara Moss, Esq.
Pitney Bowes Inc.
World Headquarters
Stamford, Connecticut 06926-0700
Copies to:
Douglas A. Cifu, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, New York 10019-6064
(212) 373-3000
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(Name, Address and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
[X] 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:
[X] third-party tender offer subject to Rule 14d-1.
[_] issuer tender offer subject to Rule 13c-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:
For Immediate Release
Contacts: Sheryl Y. Battles
Pitney Bowes Inc.
Exec. Director, External Affairs
203-351-6808
Kris Otridge
Lippert Heilshorn & Associates, Inc.
415-433-3777
kris@LHAI-SF.com
PITNEY BOWES AGREES TO ACQUIRE ALYSIS TECHNOLOGIES
Company Strengthens Position in Web-based Document Delivery for E-commerce
STAMFORD, Conn. and EMERYVILLE, Calif., March 20, 2001 - Pitney Bowes Inc.
(NYSE:PBI) today announced it has entered into a merger agreement to acquire
Alysis Technologies Inc. (OTC BB:ALYS), a leading provider of
business-to-business and business-to-consumer digital document delivery
solutions, for $24 million in cash. The acquisition will give Pitney Bowes
industry-leading software and services that integrate web-enabled documents into
overall e-commerce strategies and complement the company's existing capabilities
and expertise in this rapidly emerging market.
In the next several days, Pitney Bowes will commence a tender offer at
a value of $1.39 per share for the outstanding common shares of Alysis. The
companies anticipate that the transaction will be completed by mid-to-late
April.
"The contemplated acquisition of Alysis is directly in line with our
mission to support our customers' mission-critical mail and document management
processes," said Michael J. Critelli, Chairman and CEO of Pitney Bowes.
"Increasingly, electronic bills and statements are being recognized as an under
utilized opportunity to advance customer relationships. Firms are seeking ways
to increase the flexibility of their processes to accommodate customer
preferences for web-based self-service, and workflow integration within
businesses. Combined, Pitney Bowes and Alysis will answer this need, supporting
businesses as they go through the evolution of these critical processes."
Pitney Bowes Document Messaging Technologies (DMT) offers professional
services and software solutions for Internet billing and statement presentment
and payment applications, and has deployed the Alysis technology for more than
two years to provide "best of breed" web-enabled solutions. Current customers of
both companies include The Post Office of the United Kingdom, Aetna Insurance,
Detroit Edison, Wisconsin Energy, United Illuminating, State of Oregon and the
Jersey Post.
"By combining Alysis' technology, talent and customer base with our
customer reach, products and service capabilities, Pitney Bowes will be poised
to take a significant position in the growing digital delivery environment,"
said Mr. Critelli. "Given our long-standing and highly successful relationship
with Alysis, we anticipate a smooth transition that will enable us to sustain
market momentum and handle the increasing demand for implementation services."
"Last fall, we set out to identify strategic alternatives for Alysis,
and to that end an acquisition by Pitney Bowes accomplishes that goal," said
Kevin Moran, CEO of Alysis. "Through this transaction, the combined resources of
the two entities will create a strong global distribution for the Workout(R)
technology platform. Both of our companies share similar markets and strategies
and together we will be poised to increase market share worldwide."
Alysis' cutting-edge WorkOut server, which enables companies to
streamline billing, payment, processing, dispute management, workflow and data
analysis, is built on XML technology and an Enterprise Java Beans (EJB)
platform. This architecture is uniquely designed for business-to-business and
e-commerce applications and ensures seamless integration and effective handling
of high volumes of data. It will also drive utilization of Pitney Bowes
professional services and related products. "Alysis' combination of a true web
architecture, unique product functionality, and business-to-business market
focus clearly differentiates it from other electronic bill presentment and
payment (EBPP) companies," said Brian Baxendale, President, Pitney Bowes
Document Messaging Technologies.
Targeting the business-to-consumer, business-to-business, and internal
messaging markets, Pitney Bowes product offerings provide software solutions for
Internet billing, payment and statement applications to companies that seek to
transition their paper-based billing and statement processes to web-enabled
delivery. For billers, Pitney Bowes provides a fast, low-cost way to distribute
bills and collect payments, a new, highly-targeted one-to-one marketing channel,
accelerated document delivery and receipt of payments, and the capability of
extracting bill information and providing it to bill consolidators and consumer
service providers.
"Alysis has created a unique, innovative and robust platform that
enables organizations to rapidly implement the digital document delivery
capabilities they need in order to support their electronic businesses. The
combination of this technology with the market reach and financial strength of
Pitney Bowes will be extremely compelling for almost any business and will
enable us to build a new franchise in a market that has awesome potential." said
James Flynn, Chief Operating Officer, Alysis Technologies.
Pitney Bowes is a $4 billion global provider of integrated mail and
document management solutions headquartered in Stamford, Connecticut. The
company serves over 2 million businesses of all sizes in more than 130 countries
through dealer and direct operations. For additional information about Pitney
Bowes, please visit our website at www.pitneybowes.com.
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Alysis Technologies is a leading provider of component-based e-billing
software that snaps-in to any major e-commerce implementation. Its modular
Workout products enable companies to solve complex business problems via
streamlining billing, payment, processing, dispute management, workflow and data
analysis. For more information, please visit http://www.alysis.com.
# # # #
THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER
TO SELL SHARES OF ALYSIS. AT THE TIME PITNEY BOWES COMMENCES THIS OFFER, IT WILL
FILE A TENDER OFFER STATEMENT AND ALYSIS WILL FILE A SOLICITATION/
RECOMMENDATION STATEMENT WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION. THE
TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF
TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION
STATEMENT WILL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY
BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER. PITNEY BOWES WILL MAKE
AVAILABLE TO ALL HOLDERS OF COMMON STOCK OF ALYSIS, AT PITNEY BOWES' EXPENSE,
THE OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER
DOCUMENTS AND ALYSIS WILL MAKE AVAILABLE TO ALL ITS HOLDERS OF COMMON STOCK, AT
ALYSIS' EXPENSE, THE SOLICITATION/RECOMMENDATION STATEMENT. THE TENDER OFFER
STATEMENT (INCLUDING THE OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL
AND ALL OTHER OFFER DOCUMENTS FILED WITH THE COMMISSION) AND THE
SOLICITATION/RECOMMENDATION STATEMENT WILL ALSO BE AVAILABLE FOR FREE AT THE
COMMISSION'S WEBSITE AT WWW.SEC.GOV.
This release contains "forward-looking statements" based on management's
expectations and assumptions and are subject to risks and uncertainties that may
cause actual results to differ from those expressed. Factors that could cause
differences include: Pitney Bowes' success in obtaining, retaining and selling
additional services to clients; the pricing of products and services; overall
economic trends, including interest rate and foreign currency trends; stock
market activity; electronic bill presentment and payment industry changes;
employment levels; changes in technology; availability of skilled technical
associates; and the impact of new acquisitions.