Sets Record Date for Spin-Off and $10.50 Per
Share Special Cash Dividend
- Record date for Spin-Off and Special
Dividend: November 18, 2015
- Expected distribution date of CSRA
shares: November 27, 2015, after market close
- Expected payment date of $10.50 Special
Dividend: November 30, 2015
- On track to complete the merger with
SRA on November 30, 2015
CSC (NYSE: CSC) today announced that its Board of Directors has
approved proceeding with the previously announced separation of its
U.S. public sector business under a new name, CSRA Inc., as well as
the declaration of a special cash distribution of $10.50 in the
aggregate per CSC share (the “Special Dividend”). The separation
will occur through a one-for-one pro rata distribution of all CSRA
shares to CSC stockholders.
Following its separation from CSC, CSRA is expected to complete
its previously announced combination with SRA International (SRA)
on November 30, 2015, subject to satisfaction of the conditions to
the merger. The new company will officially change its name to CSRA
Inc. upon completion of the combination.
“The vision we outlined in May – creating two pure-play leaders
in the commercial and public sector markets – is becoming a
reality,” said Mike Lawrie, president and CEO of CSC. “Today’s
announcement marks another important milestone towards the
completion of our business separation and the establishment of
CSRA, a new leader in U.S. public sector IT services.”
Transaction Details
Subject to satisfaction of applicable conditions, the
distribution of shares of common stock of CSRA is expected to occur
on November 27, 2015, after the close of trading on the New York
Stock Exchange (NYSE), and the payment of the Special Dividend is
expected to occur on November 30, 2015. The NYSE is scheduled to
close at 1 p.m. ET on November 27, 2015.
In the distribution, CSC stockholders will receive one share of
CSRA common stock for each share of CSC common stock held on
November 18, 2015, the record date for the distribution. Following
the distribution of CSRA shares, CSC and CSRA each will pay
concurrent special cash dividends which, in the aggregate will
total $10.50 per share. Of that $10.50 per share dividend, $2.25
will be paid by CSC and $8.25 will be paid by CSRA. Payment of each
portion of the Special Dividend will be made to holders of CSC
common stock on the record date who receive shares of CSRA common
stock in the distribution.
Combination with SRA
The combination with SRA remains on track for completion on
November 30, 2015 subject to satisfaction of the conditions to the
merger. In connection with the completion of the merger, the common
stock of SRA will be automatically converted into the right to
receive $390 million in cash and CSRA common stock constituting
approximately 15.32 percent of CSRA’s outstanding common stock. No
portion of the Special Dividend will be payable on CSRA shares
issued in the SRA merger.
NYSE Trading Details
Both CSC and CSRA will be listed on the NYSE. CSC common stock
will continue to trade under the ticker symbol “CSC.” Shares of
CSRA common stock will begin trading under the symbol “CSRA.”
Beginning on or about November 16, 2015 and continuing up to and
through the distribution date, it is expected that there will be
two markets in CSC common stock. Shares that trade in the
“regular-way” market will be entitled to receive both the shares of
CSRA common stock and the Special Dividend; shares that trade in
the “ex-distribution” market will trade without the entitlements to
shares of CSRA common stock or the Special Dividend. Shares of CSC
in the “ex-distribution” market will trade under the ticker symbol
“CSC WI.”
CSRA anticipates that “when-issued” trading will begin on or
about November 16, 2015, and will continue up to and through the
distribution date. Shares of CSRA in the “when-issued” market will
trade under the symbol “CSRA.WI.” Subject to satisfaction of
relevant conditions, “regular-way” trading in CSRA’s common stock
is expected to begin on November 30, 2015, the first trading day
following completion of the separation.
CSC shareholders who hold common stock on the record date and
decide to sell any of their common stock before November 30, 2015
should consult with their stockbroker, bank or other nominee to
understand whether the shares of CSC common stock will be sold with
or without the entitlements to CSRA common stock or the Special
Dividend.
Other Information
No action or payment is required by CSC shareholders to receive
the shares of CSRA common stock or the Special Dividend. An
Information Statement containing details regarding the distribution
of the CSRA common stock, the Special Dividend and CSRA’s business
and management following the separation and the merger with SRA
will be available to CSC stockholders prior to the distribution
date.
The distribution of shares of common stock of CSRA is expected
to be tax-free to CSC stockholders for U.S. Federal income tax
purposes, however the Special Dividend is not expected to be
tax-free to CSC stockholders. CSC stockholders are urged to consult
their tax advisors with respect to U.S. federal, state, local and
non-U.S. tax consequences of the distribution and the Special
Dividend.
The transfer agent and registrar for the CSRA common stock will
be ComputerShare Trust Company, N.A. For questions relating to the
transfer of shares, stockholders may contact ComputerShare via
phone at +1-800-522-6645 or +1-201-680-6578 (international). If
shares are held by a bank, broker or other nominee, stockholders
should contact that institution directly.
References to CSRA herein mean Computer Sciences Government
Services Inc. until the effectiveness of the name change, which is
expected to occur upon the closing of the merger with SRA. Payment
of the Special Dividend, the distribution of CSRA shares and the
merger with SRA remain subject to certain conditions described in
the preliminary information statement filed with CSRA’s
Registration Statement on the SEC’s Form 10.
About CSC
Computer Sciences Corporation (CSC) is a global leader of next
generation information technology (IT) services and solutions. The
Company's mission is to enable superior returns on our clients’
technology investments through best-in-class industry solutions,
domain expertise and global scale. CSC has approximately 70,000
employees and reported revenue of $11.3 billion for the 12 months
ended October 2, 2015. For more information, visit the company's
website at www.csc.com.
Forward-looking Statements
All statements in this press release and in all future press
releases that do not directly and exclusively relate to historical
facts constitute “forward-looking statements.” These statements
represent CSC’s or CSRA’s intentions, plans, expectations and
beliefs, and are subject to risks, uncertainties and other factors,
many of which are outside the control of CSC or CSRA. These factors
could cause actual results to differ materially from such
forward-looking statements. For a written description of these
factors, see the section titled “Risk Factors” in CSC’s Form 10-K
for the fiscal year ended April 3, 2015 and any updating
information in subsequent SEC filings as well as in CSRA’s
registration statement on Form 10 and any updating information in
subsequent SEC filings. CSC and CSRA disclaim any intention or
obligation to update these forward-looking statements whether as a
result of subsequent event or otherwise, except as required by
law.
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CSCRichard Adamonis, Corporate Media
Relations862-228-3481radamonis@csc.comorGeorge Price, Investor
Relations703-641-3842gprice4@csc.com
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