UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

 

REPORT OF FOREIGN ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of June 2022

 

(Commission File No. 001-40408)

 

---

Global-E Online Ltd.

(Translation of registrant’s name into English)

Global-E Online Ltd

9 HaPsagot St.,

Petah Tikva 4951041, Israel

(Address of registrant’s principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F  ☒          Form 40-F  ☐

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b) (1):

Yes  ☐          No  ☐

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b) (7):

Yes  ☐          No  ☐

 

EXPLANATORY NOTE

Equity Purchase Agreement.

On June 20, 2022, Global-E Online Ltd., an Israeli limited liability company (the “Company”), and its wholly owned subsidiaries Global-e UK Ltd., an English private limited company (“GLBEUK”) and Global-e US Inc., a Delaware corporation (“GLBEUS” and, together with GLBEUK, the “Purchasers”), entered into an Equity Purchase Agreement (the “Purchase Agreement”) with Pitney Bowes International Holdings, Inc., a Delaware Corporation (“PBIH”), and Pitney Bowes Holdings Limited, an English private limited company (“PBUK” and, together with PBIH, the “Sellers”), wholly owned subsidiaries of Pitney Bowes Inc., pursuant to which the Sellers have agreed to sell their Borderfree cross-border ecommerce solutions business (the “Business”) to the Purchasers for $100,000,000 in cash consideration, subject to certain adjustments.

 

The consummation of the transactions contemplated by the Purchase Agreement is subject to customary conditions.

 

The Purchase Agreement contains provisions giving both the Sellers and the Purchasers rights to terminate the Purchase Agreement under specified circumstances, including if the closing has not occurred on or before August 20, 2022, subject to the terms and conditions of the Purchase Agreement.

 

The Purchase Agreement includes customary representations, warranties and covenants of the Sellers, the Purchasers and GLBE.

Press Release.

On June 21, 2022, the Company issued a press release titled “Global-e to Acquire Borderfree Cross-Border ecommerce Service from Pitney Bowes”. A copy of the press release is furnished as Exhibit 99.1 herewith.

Forward Looking Statements.

Certain statements in this Form 6-K may constitute “forward-looking” statements and information, within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements, including statements concerning the consummation of the transactions contemplated by the Purchase Agreement and the costs and benefits associated with the purchase of the Business, are based on current expectations and assumptions that are subject to risks and uncertainties and actual results could differ materially. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements but are not the exclusive means for identifying such statements. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and there are risks that the predictions, forecasts, projections and other forward-looking statements will not be achieved. You should understand that a number of factors could cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements such as the failure to consummate the transactions contemplated by the Purchase Agreement; failure to satisfy closing conditions to the Purchase Agreement; failure to realize the synergies or benefits of the transactions contemplated by the Purchase Agreement; and other important factors set forth under “Risk Factors” in our annual report of Form 20-F filed with the Securities and Exchange Commission (“SEC”) on March 28, 2022 and other documents filed with or furnished to the SEC. Other than as may be required by applicable laws, the Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements.

EXHIBIT INDEX

The following exhibit is furnished as part of this Form 6-K:

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

 

 

Date: June 21, 2022

Global-e to Acquire Borderfree Cross-Border ecommerce Service from Pitney Bowes

 

June 21, 2022

 

The acquisition is expected to strengthen Global-e’s platform offering for enterprise brands. Global-e and Pitney Bowes will also form a cross-border partnership to offer additional services to ecommerce brands.

 

PETAH-TIKVA, Israel and Stamford, CT, USA--(BUSINESS WIRE)—Global-e (NASDAQ: GLBE) (“Global-e” or the “Company”), the world’s leading cross-border end-to-end platform for brands and retailers, today announced that it has entered into a definitive agreement with Pitney Bowes (NYSE: PBI) to acquire the global shipping and mailing company’s Borderfree cross-border ecommerce solutions business. Borderfree helps retailers enter new global markets by localizing their domestic website in 200+ countries and territories, simplifying compliance and regulations processing.

 

In addition, the companies will begin a strategic partnership and commercial relationship whereby Pitney Bowes will provide cross-border ecommerce logistics services to Global-e and its clients. In turn, Pitney Bowes clients will receive access to best-in-class cross-border solutions on the Global-e platform. The acquisition and partnership are expected to strengthen Global-e’s offering and solutions for large enterprises. Both businesses will benefit from the combination of unique capabilities that will attract marquis retailers from around the world.

 

Leveraging Borderfree’s capabilities, Global-e will provide merchants with a best-in-class solution of global demand generation. Current Borderfree clients will gain access to Global-e’s leading platform localization capabilities, in combination with Global-e’s unique data models and AI-algorithms for conversion optimization.

 

“This acquisition follows our strategy to support the global expansion of brands of all sizes in the most sophisticated way possible,” said Nir Debbi, President and Co-founder of Global-e. “By partnering with Pitney Bowes and utilizing Borderfree’s demand generation capabilities, Global-e will continue to enhance the value it brings to global brands looking to fully capitalize on their cross-border D2C channel. In addition, the acquisition will further cement our leadership as the end-to-end solution of choice for any size of merchant, from small and emerging brands all the way to the world’s largest enterprise brands.”

 

 

“Pitney Bowes is excited to form a strategic partnership with Global-e to further extend our suite of Designed™ Cross-Border services as Pitney Bowes continues to grow and invest in our advanced suite of ecommerce logistics services for delivery and returns,” said Gregg Zegras, Executive Vice President and President of Global Ecommerce, Pitney Bowes. “Merchants will benefit from the combination of Global-e’s best-in-class cross-border localization technology and best-in-class ecommerce logistics capabilities from Pitney Bowes, a strength we will continue to build globally.”

 

“Borderfree shares our values and aspirations to help brands become global,” said Amir Schlachet, CEO and Co-founder of Global-e. “We are delighted to welcome the Borderfree team into the Global-e family and are excited about the opportunity to partner with Pitney Bowes.”

 

Global-e will acquire Borderfree for approximately $100 million, financed with cash. Borderfree is expected to generate in excess of $40 million in revenues in calendar year 2022. The transaction is expected to close during Q3 2022, subject to customary conditions.

 

About Global-e

 

Global-e’s mission is to make global e-commerce “border-agnostic.” Global-e is the world's leading platform to enable and accelerate global, direct-to-consumer cross-border e-commerce. The chosen partner of more than 650 global brands and retailers across the United States, Europe and Asia, Global-e makes selling internationally as simple as selling domestically. Founded in 2013 by Amir Schlachet, Shahar Tamari and Nir Debbi, the company enables e-commerce retailers to increase the conversion of international traffic into sales by offering online shoppers in over 200 destinations worldwide a seamless, localized shopping experience. Global-e's end-to-end e-commerce solutions combine best-in-class localization capabilities, big-data best-practice business intelligence models, streamlined international logistics and vast cross-border experience, enabling international shoppers to buy seamlessly online and retailers to sell from, and to, anywhere in the world.

 

About Pitney Bowes

 

Pitney Bowes (NYSE:PBI) is a global shipping and mailing company that provides technology, logistics, and financial services to more than 90 percent of the Fortune 500. Small business, retail, enterprise, and government clients around the world rely on Pitney Bowes to remove the complexity of sending mail and parcels. For the latest news, corporate announcements and financial results visit https://www.pitneybowes.com/us/newsroom.html. For additional information, visit Pitney Bowes at www.pitneybowes.com.

 

Cautionary Statement Regarding ​​Forward-Looking Statements

 

Certain statements in this press release may constitute "forward-looking" statements and information, within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements, which involve known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. These factors include, but are not limited to: failure to retain our existing merchants, or the gross merchandize value (GMV) generated by such merchants; failure to attract new merchants, or the merchants we do attract fail to generate GMV or revenue comparable to our current merchants; failure to develop or acquire new functionality or enhance our existing platform; failure to successfully compete against current and future competition; failure to complete the acquisition of Borderfree; risks that the proposed transaction disrupts current plans and operations of Global-e or Pitney Bowes; risks related to the ability of Global-e to integrate Borderfree; failure to integrate our platform with e-commerce platforms; failure to maintain the functionality of our platform; failure to manage our growth effectively; risks associated with cross-border sales and operations; risks associated with governmental export controls; the compromise of personal information of our merchants and shoppers we store; failure to enhance our reputation and awareness of our platform; diminished demand for our platform and services as a result of changes in laws and regulations; actual or perceived failure to comply with stringent and changing laws, regulations, standards and contractual obligations related to privacy, data protection and data security; failure to adequately maintain, protect or enforce our intellectual property rights; the COVID-19 pandemic could materially adversely affect our operations; and other factors affecting Global-e or Pitney Bowes, including those discussed under the heading "Risk Factors" and elsewhere in Global-e’s and Pitney Bowes’ respective Securities and Exchange Commission (“SEC”) filings and reports, including Global-e’s Annual Report on Form 20-F for the year ended December 31, 2021, filed with the SEC on March 28, 2022, and Pitney Bowes’ Annual Report on Form 10-K for the year ended December 31, 2021 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, and future filings and reports by either company. When used in this press release, such statements include such words as "may," "will," "expect," "believe," "plan," and other similar terminology. These statements reflect the companies’ managements current expectations regarding future events and operating performance and speak only as of the date of this document. Other than as required by law, there should not be an expectation that such information will in all circumstances be updated, supplemented, or revised whether as a result of new information, changing circumstances, future events, or otherwise.

 

Investor Relations contact for Global-e:
Erica Mannion or Mike Funari
Sapphire Investor Relations, LLC
IR@global-e.com 
+1 617-542-6180