Form: SC TO-C

Written communication relating to an issuer or third party tender offer

Published on

Sheryl Y. Battles
Pitney Bowes Inc.
VP, Corporate Communications
203-351-6808

Charles F. McBride
Pitney Bowes Inc.
VP, Investor Relations
203-351-6349


PITNEY BOWES TO ACQUIRE MAPINFO

STAMFORD, Conn. and Troy, NY March 15, 2007- Pitney Bowes Inc. (NYSE:PBI) today
announced it has entered into a merger agreement to acquire MapInfo Corporation
(NASDAQ: MAPS) for approximately $408 million in cash, net of expected cash on
MapInfo's balance sheet at the time of closing. MapInfo is the leading global
provider of location intelligence solutions. In the next seven business days,
Pitney Bowes will commence a tender offer at a price of $20.25 per share in cash
for the outstanding common shares of MapInfo.


MapInfo's location intelligence solutions tools and services are utilized
by more than 7,000 organizations worldwide in virtually every industry. MapInfo
generated $165 million in revenue for its fiscal year 2006. The company,
established in 1986, is headquartered in Troy, New York and has approximately
940 employees worldwide with locations in the United States, the United Kingdom,
Canada, Continental Europe, Australia and Asia. More information about MapInfo
can be found at www.MapInfo.com.

This acquisition strengthens Pitney Bowes' position in the growing location
intelligence market and enhances its ability to deliver added value to customers
worldwide, according to Michael J. Critelli, Chairman and CEO of Pitney Bowes.
"At Pitney Bowes we have long understood the importance of location in
connecting the right information with the right recipient. Increasingly
businesses and governments alike are using location-based information to enhance
their reach, performance and decision-making capabilities. We are excited about
the acquisition of MapInfo because it leverages our current expertise in
location intelligence to deliver a broader range of advanced solutions for
retail, communications, insurance, financial services and the public sector as
well as strengthening our customer communication management offering.


This transaction extends our global reach, enriches our location intelligence
offerings, and builds upon the growing software platform that we established
with the acquisition of Group 1 in 2004. We continue to expand our portfolio and
leverage our core competencies as one of our strategies for delivering long-term
growth."

According to Mark Cattini, CEO and President of MapInfo, "Today's
announcement is a significant event for the location intelligence industry and
is very positive for our customers, employees, partners and shareholders. We are
excited to become part of the Pitney Bowes team, and believe this transaction
will help take us to the next level. We have created a market leadership
position in location intelligence from a product, data, services and industry
expertise perspective. The combination of Pitney Bowes and MapInfo will
dramatically expand our access to critical resources needed to further increase
market awareness and our distribution capabilities around the world. In
addition, from a long-term perspective, we believe there is a significant
opportunity to cross-sell our respective solutions across our blue-chip base of
more than 7,000 customers and the over two million Pitney Bowes customers
worldwide. I look forward to working with the Pitney Bowes team and ensuring
that this acquisition delivers on the potential that we know is possible."


The transaction is subject to the completion of customary conditions, and
is expected to close in the second calendar quarter of 2007. It is anticipated
that MapInfo will operate as a wholly-owned subsidiary of Pitney Bowes within
its software segment. Pitney Bowes anticipates that within 18 months there will
be synergies in the range of $10 - $15 million from elimination of public
company expenses, reduction in administrative infrastructure and increased
marketing leverage.


Pitney Bowes expects the acquisition to be neutral to earnings per diluted
share in 2007. However, after aligning MapInfo's accounting with the policies
used by Pitney Bowes for its software businesses, the acquisition is expected to
reduce reported earnings per diluted share by approximately $.04 in 2007.
Importantly, this charge will not have an impact on the cash flow contributed by
MapInfo in any period, and the acquisition is expected to be accretive to the
company's 2007 cash earnings by approximately $.02 per share after adding back
the amortization of intangibles.



MapInfo is a global company and the leading provider of location
intelligence solutions, integrating software, data and services to provide
greater value from location-based information and drive more insightful
decisions for businesses and government organizations around the world. Its
solutions are available in multiple languages through a network of strategic
partners and distribution channels in 60 countries. MapInfo's customers span a
diverse set of targeted vertical markets where location is a critical
decision-making component, including communications, public sector, retail and
financial services, including insurance. In the private sector, companies use
MapInfo products and services for a variety of purposes including site
selection, risk analysis, marketing, customer services, sales territory
alignment and routing. In the public sector, government agencies around the
world use MapInfo solutions to improve public safety, crime analysis, asset
management, emergency preparedness and response. The company's customer base
includes such recognized names as British Telecom, MasterCard, and The Home
Depot.

Pitney Bowes is a $5.7 billion global provider of integrated mailstream
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 more information, please visit www.pb.com.

# # #

IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
The tender offer for the outstanding common stock of MapInfo referred to in this
press release has not yet commenced. This press release is neither an offer to
purchase nor a solicitation of an offer to sell shares of MapInfo. Stockholders
of MapInfo are urged to read the relevant tender offer documents when they
become available because they will contain important information that
stockholders should consider before making any decision regarding tendering
their shares. At the time the Offer is commenced, Pitney Bowes will file tender
offer materials with the U.S. Securities and Exchange Commission, and MapInfo
will file a Solicitation/Recommendation Statement with respect to the Offer. The
tender offer materials (including an Offer to Purchase, a related Letter of
Transmittal and certain 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 tender
offer. The Offer to Purchase, the related Letter of Transmittal and certain
other offer documents, as well as the Solicitation/Recommendation Statement,
will be made available to all stockholders of MapInfo at no expense to them. The
tender offer materials and the Solicitation/Recommendation Statement will be
made available for free at the U.S. Securities and Exchange Commission's website
at http://www.sec.gov/ or from Pitney Bowes.

Cautionary Note Regarding Forward-Looking Statements
Statements in this press release regarding the proposed transaction between
Pitney Bowes and MapInfo, the expected timetable for completing the transaction,
future financial and operating results, benefits and synergies of the
transaction, future opportunities for the combined company and any other
statements about Pitney Bowes or MapInfo management's future expectations,
beliefs, goals, plans or prospects constitute forward-looking statements. Any
statements that are not statements of historical fact (including statements
containing the words "believes," "plans," "anticipates," "expects," "estimates,"
and similar expressions) should also be considered to be forward-looking
statements. There are a number of important factors that could cause actual
results or events to differ materially from those indicated by such
forward-looking statements, including: the ability to consummate the
transaction, the ability of Pitney Bowes to successfully integrate MapInfo's
operations and employees; the ability to realize anticipated synergies and cost
savings; and other factors described in Pitney Bowes' Annual Report on Form 10-K
for the year ended December 31, 2006 and in MapInfo's Annual Report on Form 10-K
for the year ended September 30, 2006, each of which has been filed with the
SEC. Except as otherwise required by law, Pitney Bowes and MapInfo disclaim any
intention or obligation to update any forward-looking statements as a result of
developments occurring after the date of this press release.