NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO, OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION
This announcement does not constitute an announcement of a
firm intention to make an offer under Rule 2.7 of the City Code on
Takeovers and Mergers (the "Code"). Accordingly, there can be no
certainty that any offer will ultimately be made. Further
announcements will be made if and when appropriate.
Computer Sciences Corporation (“CSC”) today confirmed that it
has sent a letter to Xchanging plc (“Xchanging”)’s board outlining
its interest in making an offer to acquire the entire issued and to
be issued share capital of Xchanging by way of an all cash offer of
170 pence per share.
CSC’s proposal represents a premium of over 6 percent to Capita
plc’s recommended all cash final offer of 160 pence per share
announced on 14 October 2015.
Xchanging shareholders who have not already accepted Capita’s
offer for Xchanging announced on 14 October 2015 are urged not to
accept Capita’s offer. CSC will make a further announcement in
due course.
CSC reserves the right to reduce the offer consideration by the
amount of any dividend (or other distribution) which is paid or
becomes payable by Xchanging to its shareholders after the date of
this announcement.
In accordance with Rule 2.6(d) of Code, CSC is required, by not
later than 5.00 pm on 9 December 2015, either to announce a firm
intention to make an offer for Xchanging in accordance with Rule
2.7 of the Code or to announce that it does not intend to make an
offer, in which case the announcement will be treated as a
statement to which Rule 2.8 of the Code applies.
Enquiries:
Computer Sciences Corporation
Paul N. Saleh, Chief Financial Officer Tel: +1.703.876.1000
H. C. Charles Diao, Vice President Finance & Corporate
Treasurer Investor Relations Tel: +1.703.641.3000 Neil
DeSilva Media Relations Tel: +1.862.228.3481 Rich Adamonis
Notice to US investors
The proposed offer, if made, will be made for securities of a UK
company and Xchanging shareholders in the United States should be
aware that this announcement and any other documents relating to
the proposed offer have been or will be prepared in accordance with
the Code and UK disclosure requirements, format and style, all of
which differ from those generally applicable in the United States.
Xchanging's financial statements and all financial information that
is included in this announcement, or that may be included in the
formal offer documentation or any other documents relating to the
proposed offer, have been or will be prepared in accordance with
International Financial Reporting Standards and may not be
comparable to the financial statements or other financial
information of US companies.
The proposed offer, if made, will be for the securities of a
non-US company which does not have securities registered under
Section 12 of the US Securities Exchange Act of 1934, as amended
(the “US Securities Exchange Act”). The proposed offer, if made,
will be made in the United States pursuant to Section 14(e) of, and
Regulation 14E under, the US Securities Exchange Act, and otherwise
in accordance with the requirements of the Code. Accordingly, the
proposed offer, if made, will be subject to disclosure and other
procedural requirements, including with respect to withdrawal
rights, offer timetable, settlement procedures and timing of
payments that are different from those applicable under US domestic
tender offer procedures and laws. In the United States, the
proposed offer, if made, will be deemed made solely by CSC and not
by any of its financial advisers.
In accordance with and to the extent permitted by the Code,
normal UK market practice and Rule 14e-5 under the US Securities
Exchange Act, CSC or its nominees, or its brokers (acting as
agents) or their respective affiliates may from time to time make
certain purchases of, or arrangements to purchase, Xchanging shares
outside the United States, other than pursuant to the proposed
offer, before or during the period in which the proposed offer, if
made, remains open for acceptance. These purchases may occur either
in the open market at prevailing prices or in private transactions
at negotiated prices. Such purchases, or arrangements to purchase,
will comply with all applicable UK rules, including the Code and
the rules of the London Stock Exchange, and Rule 14e-5 under the US
Securities Exchange Act to the extent applicable. In addition, in
accordance with, and to the extent permitted by, the Code, normal
UK market practice and Rule 14e-5 under the US Securities Exchange
Act, CSC’s financial adviser and its affiliates will continue to
act as exempt principal traders in Xchanging shares on the London
Stock Exchange and engage in certain other purchasing activities
consistent with their respective normal and usual practice and
applicable law. Any information about such purchases will be
disclosed on a next day basis to the Panel on Takeovers and Mergers
(“Panel”) and will be available to all investors (including US
investors) from any Regulatory Information Service including the
Regulatory News Service on the London Stock Exchange website,
www.londonstockexchange.com.
It may be difficult for US holders of Xchanging shares to
enforce their rights and any claim arising out of the US federal
securities laws, since Xchanging is incorporated under the laws of
a country other than the United States, and some or all of its
officers and directors may be residents of countries other than the
United States. US holders of Xchanging shares may not be able to
sue a non-US company or its officers or directors in a non-US court
for violations of the US securities laws. Further, it may be
difficult to compel a non-US company and its affiliates to subject
themselves to a US court's judgment or jurisdiction.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror, save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (London time) on the business
day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified.
You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on website
A copy of this announcement will be made available on CSC’s
website at www.csc.com. The content of the website referred to in
this announcement is not incorporated into and does not form part
of this announcement.
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version on businesswire.com: http://www.businesswire.com/news/home/20151112006078/en/
CSCInvestor RelationsNeil DeSilva, +1-703-641-3000orMedia
RelationsRich Adamonis, +1-862-228-3481
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