Board of Directors Named for New Company to be Formed by the Proposed Merger of CSC & the Enterprise Services Bus. of Hewlett...
February 03 2017 - 8:00AM
Business Wire
CSC (NYSE: CSC) and Hewlett Packard Enterprise Company (NYSE:
HPE) today named the Board of Directors of the company that will be
formed by the proposed merger of CSC and the Enterprise Services
Business of HPE. The merger proposal was announced on May 24 of
last year, with the new company expected to debut on April 3,
2017.
When the proposed merger was announced, the companies indicated
that CSC’s Mike Lawrie would become chairman, president and CEO of
the combined company and that HPE’s president and CEO Meg Whitman
would join the new company’s board. The remaining board
appointments were to be split equally between nominees of HPE and
existing members of CSC’s board.
The new company’s board will consist of:
- Mukesh Aghi – President of the
U.S.-India Business Council;
- Amy Alving – Former Chief Technology
Officer of SAIC;
- David Herzog – Former CFO of AIG and
current member of boards of MetLife and AMBAC Financial Group;
- Sachin Lawande – CEO of Visteon
Corporation;
- Mike Lawrie – Chairman, President and
CEO of CSC;
- Julio Portalatin – President and CEO of
Mercer LLC;
- Peter Rutland – Partner and Global
Co-head of Financial Services at CVC Capital Partners Limited
(CVC);
- Manoj Singh – Former Chief Operating
Officer for Deloitte Touche Tohmatsu Ltd (DTTL);
- Meg Whitman – President and CEO of HPE;
and
- Robert F. Woods – former SVP and CFO at
Sungard Data Systems Inc.
The individuals who will serve on the new company board have
been approved by both HPE and CSC and will join the new company
board upon closing of the merger.
The proposed merger of CSC and HPE ES, which remains subject to
CSC stockholder approval, will create the world’s leading
independent, end-to-end IT services company, focused on guiding
clients on their digital transformation journeys. The new company
is expected to have annual revenues of $26 billion and more than
5,900 clients in 70 countries.
About CSC
CSC (NYSE: CSC) leads clients on their digital transformation
journeys. The company provides innovative next-generation
technology services and solutions that leverage deep industry
expertise, global scale, technology independence and an extensive
partner community. CSC serves leading commercial and international
public sector organizations throughout the world. CSC is a Fortune
500 company and ranked among the best corporate citizens. For more
information, visit the company's website at www.csc.com.
About Hewlett Packard Enterprise
Hewlett Packard Enterprise (HPE) is an industry leading
technology company that enables customers to go further, faster.
With the industry’s most comprehensive portfolio, spanning the
cloud to the data center to workplace applications, our technology
and services help customers around the world make IT more
efficient, more productive and more secure.
Additional Information and Where to Find It
In connection with the proposed transaction, Everett SpinCo,
Inc., a wholly-owned subsidiary of Hewlett Packard Enterprise
Company (“HPE”) created for the transaction (“Spinco”), filed with
the SEC a registration statement on Form S-4 and a registration
statement on Form 10 containing a prospectus-information statement
and CSC will file with the SEC a proxy statement on Schedule 14A.
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE REGISTRATION
STATEMENTS AND PROSPECTUS-INFORMATION STATEMENT, BECAUSE THEY
CONTAIN IMPORTANT INFORMATION ABOUT THE PARTIES AND THE PROPOSED
TRANSACTION AND TO READ OTHER DOCUMENTS FILED BY CSC, HPE, AND
SPINCO (INCLUDING AMENDMENTS TO EXISTING FILINGS) AS AND WHEN THOSE
DOCUMENTS ARE FILED BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PARTIES AND THE PROPOSED TRANSACTION. Investors and
security holders may obtain a free copy of these and other
documents filed with the SEC by CSC, HPE and Spinco at
the SEC’s web site at http://www.sec.gov. Free copies of these
documents as well as other documents that will be filed in the
future (including amendments to the documents) and each of the
companies’ other filings with the SEC, may also be obtained from
CSC’s web site at www.csc.com.
This communication is not a solicitation of a proxy from any
investor or security holder. However, CSC, HPE, and certain of
their respective directors, executive officers and other members of
management and employees, may be deemed to be participants in the
solicitation of proxies from stockholders of CSC in respect of the
proposed transaction under the rules of the SEC. Information
regarding CSC’s directors and executive officers is available in
CSC’s 2016 Annual Report on Form 10-K filed with the SEC on June
14, 2016, and in its definitive proxy statement for its annual
meeting of stockholders filed on June 24, 2016. Information
regarding HPE’s directors and executive officers is available in
HPE’s 2016 Annual Report on Form 10-K filed with the SEC on
December 15, 2016, and in its definitive proxy statement for its
annual meeting of stockholders filed on February 12, 2016. These
documents as well as other documents filed by CSC, HPE or Spinco
with the SEC can be obtained free of charge from the sources
indicated above. Other information regarding the participants in
the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, will be
contained in the registration statements, prospectuses and proxy
statement and other relevant materials to be filed with the SEC
when they become available.
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
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.” Many factors could
cause actual results to differ materially from such forward-looking
statements with respect to the transaction referred to above
including risks relating to the completion of the transaction on
anticipated timing, including obtaining shareholder and regulatory
approvals, anticipated tax treatment, unforeseen liabilities,
future capital expenditures, inability to achieve expected
synergies, loss of revenues, delay or business disruption caused by
difficulties in integrating the businesses of CSC and Everett as
well as the matters described in the “Risk Factors” section of
Spinco’s Form S-4 and Form 10, CSC’s most recent Form 10-K and any
updating information in subsequent SEC filings. CSC, Spinco and HPE
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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version on businesswire.com: http://www.businesswire.com/news/home/20170203005107/en/
CSC Contacts:Richard Adamonis, 1-862-228-3481Corporate
Media Relationsradamonis@csc.comorNeil DeSilva,
1-703-245-9700Global M&A and Investor
Relationsneildesilva@csc.comorHPE Contact:Kate Holderness,
1-917-318-6818Corporate Communicationskate.holderness@hpe.com
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