Exhibit 99.1
Pitney Bowes to Aquire Group 1 Software Date: Tuesday, April 13, 2004
Contact: Mark Funston
Phone: (301) 731-2300
Email: mark_funston@g1.com
STAMFORD, Conn. and Lanham, MD April 13, 2004 -- Pitney Bowes Inc. (NYSE:PBI)
today signed a definitive agreement to acquire all of the outstanding shares of
Group 1 Software, Inc. (Nasdaq:GSOF) for $23 per share, which net of cash on
Group 1's balance sheet, will cost the company approximately $321 million. Group
1 Software is an industry leader in software that enhances mailing efficiency,
data quality and customer communications. Group 1 will become a wholly-owned
subsidiary of Pitney Bowes within its Global Enterprise Solutions segment,
continuing to operate under its current management. Subject to approval by Group
1's stockholders and completion of other conditions, the transaction is expected
to close in the third calendar quarter of 2004. Upon completion, Pitney Bowes
expects the acquisition to be neutral to accretive to earnings, excluding
integration costs, and cash earnings positive in its first twelve months.
This acquisition enhances Pitney Bowes' ability to execute its growth strategies
and deliver added value to customers worldwide, according to Michael J.
Critelli, Chairman and CEO of Pitney Bowes. "The acquisition of Group 1 Software
supports the areas we have previously identified for sustained growth in
customer and shareholder value - mailstream expansion, document management,
global penetration and cross-selling. Software is an increasingly important part
of our value proposition for mailers. Group 1 has a broad range of address
management, data quality, document generation and delivery and marketing
campaign management software applications that complement our existing mailing
software business and products. These capabilities have become even more
important in light of the U.S. Postal Service's recent focus on intelligent mail
and address quality. It will also expand our mail stream participation by adding
3,000 high- and mid-volume mailing customers worldwide."
Mr. Critelli continued, "One of the ways we plan to grow our document management
presence is by integrating mail and documents enterprise-wide across multiple
customer touch points and business processes, which we call customer
communications management (CCM). We feel Group 1's suite of solutions helps lay
the foundation for profitable expansion in the $4 billion, and growing, CCM
market. Its extensive product line, infrastructure and strong presence outside
of the U.S. will enable us to expand our range of mailstream solutions worldwide
and also offers an opportunity for cross-selling to our respective customer
bases. Our brand promise is engineering the flow of communicationTM . In other
words, we help organizations of all sizes get the right message to the right
customer or prospect at the lowest possible cost. The acquisition of Group 1
enhances our ability to add value to every piece of mail and its contents by
reducing its costs, increasing its effectiveness, and enhancing its impact on
customer relationships."
Group 1 Software, headquartered in Lanham, Maryland, began providing postal and
direct mail software in 1982. It has a suite of data quality, mailing
efficiency, customer communications management and data integration applications
that help organizations worldwide maximize the value of their customer and other
data. It has leveraged its leadership position in high volume mailing related
software by extending into customer communications and data quality solutions
that integrate and deliver data across the enterprise. Group 1 offers solutions
utilized by leaders in the financial services, banking, retail,
telecommunications, utilities, insurance and other industries. The company
employs approximately 600 employees worldwide with sales offices in the U.S.,
Canada, U.K. and Europe, Japan, South Korea, Singapore, Malaysia, and China, and
development centers in Lanham, MD, Austin, TX, Minneapolis, MN, Boulder, CO,
Mountain View, CA, Toronto, Canada, and Watford, UK. Group 1 uses distributors
for those countries in which it does not have sales offices.
According to Bob Bowen, CEO of Group 1 Software, "We touch growing markets with
$8 billion in current revenue and we view this transaction as a very positive
step toward growing our participation in these markets. Pitney Bowes' expertise,
range of solutions and strong brand recognition in mailing solutions will enable
us together to improve the efficiency and effectiveness of customer
communications."
Management of Pitney Bowes will discuss this transaction in a conference call
today scheduled for 8:30 a.m. EDT. Visit www.pb.com/acquisition for more
information and a link to the conference call over the web.
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Group 1 provides industry-leading technologies that allow businesses to cleanse
and enrich their corporate data, generate personalized customer communications
and integrate and deliver data across the enterprise. These technologies are
essential components of enterprise applications including customer relationship
management (CRM), enterprise resource planning (ERP) and business intelligence
systems. The company's customer base includes such recognized names as Entergy,
GEICO, L.L. Bean, MapQuest, QVC, Siemens, Wal-Mart and Wells Fargo. For more
information about Group 1, visit the company's web site at http://www.g1.com.
Pitney Bowes is a $4.6 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 more information please visit www.pb.com.
Group 1 will file a proxy statement and other documents regarding the proposed
merger described in this press release with the U.S. Securities and Exchange
Commission ("SEC"). Stockholders are urged to read the proxy statement when it
becomes available, because it will contain important information about Group 1,
the proposed transaction and related matters. A definitive proxy statement will
be sent to security holders of Group 1 seeking their approval of the
transaction. Stockholders may obtain a free copy of the definitive proxy
statement, when available, and other documents filed by Group 1 and Pitney Bowes
Inc. with the SEC at the SEC's web site at www.sec.gov.
Group 1, Pitney Bowes Inc. and their directors, executive officers and certain
members of management and other employees may be deemed to be participants in
the solicitation of proxies of Group 1 stockholders to approve the proposed
merger. Such individuals may have interests in the merger, including as a result
of holding options to purchase or shares of Group 1 stock. Certain information
regarding the participants and their interest in the solicitation is set forth
in the proxy statement for Group 1's 2003 and Pitney Bowes' 2004 annual meeting
of stockholders filed with the SEC on August 5, 2003 and March 25, 2004,
respectively, and the Form 4s filed by Group 1's and Pitney Bowes' directors,
executive officers and certain members of management and other employees since
such dates. Stockholders may obtain additional information regarding the
interests of such participants by reading the proxy statement relating to the
proposed transaction when it becomes available.
The statements contained in this news release that are not purely historical are
forward-looking statements with the meaning of Section 27A of the Securities Act
of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements
may be identified by their use of forward-looking terminology such as the words
"expects," "anticipates," "intends" and other similar words. Such
forward-looking statements include, but are not limited to, statements about
growth strategies, market expansion, etc. Such forward-looking statements
involve risks and uncertainties that could cause actual results to differ
materially from those projected. These risks and uncertainties include, but are
not limited to: severe adverse changes in the economic environment, timely
development and acceptance of new products or gaining product approval;
successful entry into new markets; changes in interest rates; and changes in
postal regulations, as more fully outlined in the company's 2003 Form 10-K
Annual Report filed with the Securities and Exchange Commission. In addition,
the forward-looking statements are subject to change based on the timing and
specific terms of any announced acquisitions. The forward-looking statements
contained in this news release are made as of the date hereof and we do not
assume any obligation to update the reasons why actual results could differ
materially from those projected in the forward-looking statements.
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Additional Contact Information
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Sheryl Y. Battles Charles F. McBride David Peikin
VP, Corporate Exec. Director, Corporate Communications
Communications Investor Relations Manager
Pitney Bowes Inc. Pitney Bowes Inc. Group 1 Software
203-351-6808 203-351-6349 301-918-0818