EDS Announces European Commission Approval of Proposed Acquisition by HP and Settlement of Stockholder Litigation
July 25 2008 - 5:24PM
PR Newswire (US)
PLANO, Texas, July 25 /PRNewswire-FirstCall/ -- EDS today announced
that the European Commission has approved Hewlett-Packard Company's
proposed acquisition of EDS without condition. This follows the
previously announced expiration of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 relating to
the proposed acquisition without a request for further information
by the U.S. Department of Justice or Federal Trade Commission. EDS
also announced today that EDS, HP and the plaintiffs in the five
stockholder lawsuits that were commenced following the execution of
the definitive acquisition agreement have agreed to settle and
dismiss all pending lawsuits concerning the proposed merger,
subject to court approval. EDS has agreed to provide additional
information to stockholders through publicly available filings in
order to supplement the proxy statement that was previously
provided to EDS' stockholders in connection with the special
meeting of stockholders to be held to consider and vote on the
transaction with HP. EDS has filed the supplemental disclosure with
the Securities and Exchange Commission, and such disclosure may be
accessed on the world wide web at http://www.sec.gov/ or on the
Investor Relations page on EDS' corporate website at
http://www.eds.com/. In addition, EDS and HP have confirmed that
the closing of the merger will not occur prior to August 18, 2008.
Accordingly, the EDS third quarter 2008 dividend of $0.05 per share
will be paid on September 10, 2008, to the EDS stockholders of
record as of the close of business on August 15, 2008. EDS' special
meeting of its stockholders, to consider and vote on the proposed
merger will be held as planned at 9:30 a.m., Central time, on
Thursday, July 31, 2008. The transaction still requires EDS
stockholder approval and regulatory clearance from other non-U.S.
and non-E.U. jurisdictions and is subject to the satisfaction or
waiver of the other closing conditions specified in the merger
agreement. About EDS EDS is a leading global technology services
company delivering business solutions to its clients. EDS founded
the information technology outsourcing industry more than 46 years
ago. Today, EDS delivers a broad portfolio of information
technology and business process outsourcing services to clients in
the manufacturing, financial services, healthcare, communications,
energy, transportation, and consumer and retail industries and to
governments around the world. Learn more at eds.com. Cautionary
Statement Regarding Forward-Looking Statements Certain statements
contained in this press release, including Electronic Data Systems
Corporation's ("EDS") future expectations, beliefs, goals or
prospects, and any statements that are not statements of historical
facts are forward-looking statements. These forward-looking
statements are subject to risks and uncertainties that could cause
actual results to differ materially from those stated in the
forward-looking statements. Important factors that could cause
actual results or events to differ materially from those indicated
by such forward-looking statements include: (i) the conditions to
the completion of the proposed merger may not be satisfied, or the
regulatory approvals and clearances required for the proposed
merger may not be obtained on the terms expected or on the
anticipated schedule (if at all); (ii) the parties' ability to meet
expectations regarding the timing for completion of the proposed
merger; (iii) the possibility that the parties may be unable to
achieve expected synergies and operating efficiencies within the
expected time-frames or at all; (iv) operating costs, customer loss
and business disruption may be greater than expected following the
transaction; (v) the retention of certain key employees at EDS; and
(vi) whether the court approves the settlement and memorandum of
understanding relating to the stockholder lawsuits that were
commenced following the execution of the merger agreement with HP
and, if such approval is not received, the outcome of any legal
proceedings that have been or may be instituted against EDS, HP or
others related to the merger agreement. These factors, and other
important factors that could affect these outcomes are set forth in
EDS' most recently filed Annual Report on Form 10-K and its other
filings with the Securities and Exchange Commission, in each case
under the heading "Forward-Looking Statements" and/or "Risk
Factors." Such discussions regarding risk factors and
forward-looking statements are incorporated herein by reference.
EDS assumes no obligation to update or revise any forward-looking
statement in this document, and such forward-looking statements
speak only as of the date hereof. Additional information and where
to find it EDS has filed with the Securities and Exchange
Commission a definitive proxy statement in connection with its
proposed business combination with Hewlett-Packard Company ("HP").
The definitive proxy statement has been sent to the stockholders of
EDS. Before making any voting or investment decision with respect
to the merger, investors and stockholders of EDS are urged to read
the definitive proxy statement and any other relevant materials
filed with the SEC because they contain (or will contain) important
information about the merger. The definitive proxy statement and
any other documents filed by EDS with the SEC, may be obtained free
of charge at the SEC's website at http://www.sec.gov/. In addition,
investors and stockholders may obtain free copies of the documents
filed with the SEC by going to EDS's Investor Relations page on its
corporate website at http://www.eds.com/ or by directing a request
to EDS at 5400 Legacy Drive, Plano, TX 75024 - Attention: Investor
Relations. EDS and HP and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from EDS stockholders in connection with the merger.
Information about HP's directors and executive officers is set
forth in HP's proxy statement on Schedule 14A filed with the SEC on
January 29, 2008 and HP's Annual Report on Form 10-K filed on
December 18, 2007. Information about EDS's directors and executive
officers is set forth in EDS's proxy statement on Schedule 14A
filed with the SEC on March 4, 2008 and EDS's Annual Report on Form
10-K filed on February 27, 2008. Additional information regarding
the interests of participants in the solicitation of proxies in
connection with the merger is included in the definitive proxy
statement that EDS has filed with the SEC. EDS CONTACTS: Jeff Baum
- Media Relations Deanna Rogers - Investor Relations 972-797-9495
972.605.8933 DATASOURCE: Electronic Data Systems Corporation
CONTACT: Jeff Baum, Media Relations, +1-972-797-9495, , or Deanna
Rogers, Investor Relations, +1-972-605-8933, , both of Electronic
Data Systems Corporation Web site: http://www.eds.com/
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