Xerox Completes Tender Offer for Global Imaging Systems

Xerox Corporation (NYSE: XRX) announced today that shareholders of Global Imaging Systems, Inc. (NASDAQ: GISX) tendered approximately 45.6 million shares, representing about 90.4 percent of the shares outstanding. According to the terms of Xerox's tender offer for all of the outstanding common stock of Global Imaging, shares that were validly tendered and not withdrawn have been accepted for payment. The tender offer expired at 12:00 midnight ET on May 8 and was not extended.
Until the acquisition is complete, six Xerox representatives will serve on Global Imaging's board of directors, giving Xerox majority board representation. Two representatives from Global Imaging will remain on the board.

Xerox intends to complete the acquisition of Global Imaging through what is known as a "short-form merger," meaning without a vote or meeting of Global Imaging's remaining shareholders. Each of the remaining shares of Global Imaging common stock (other than shares of which appraisal rights are required under Delaware law) will be converted into the right to receive the same amount as in the tender offer -- $29 per share in cash and without interest. The merger is expected to occur within the next several days. Following the merger, Global Imaging will immediately become a wholly owned subsidiary of Xerox, and Global Imaging's common stock will no longer list on NASDAQ.