TIDMCSC TIDMXCH
RNS Number : 0406J
Computer Sciences Corporation (CSC)
15 December 2015
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 OF SUCH
JURISDICTION
15 December 2015
RECOMMENDED CASH OFFER
for
Xchanging plc
by
CSC Computer Sciences International Operations Limited
(a wholly owned subsidiary of Computer Sciences Corporation)
Publication of Offer Document
On 9 December 2015, the boards of directors of Xchanging plc
("Xchanging") and Computer Sciences Corporation ("CSC"), announced
that they had reached agreement on the terms of a recommended cash
offer for Xchanging by CSC Computer Sciences International
Operations Limited ("CSC Bidco"), a wholly owned subsidiary of CSC,
pursuant to which CSC Bidco will acquire the entire issued and to
be issued ordinary share capital of Xchanging (the "Offer").
Further to the announcement of the Offer on 9 December 2015, the
board of directors of CSC are pleased to announce that the offer
document containing the full terms and conditions of the Offer, and
the procedures for its acceptance (the "Offer Document") is being
published and posted today, together with the related Form of
Acceptance, to Xchanging Shareholders and, for information purposes
only, to participants in the Xchanging Share Schemes.
The First Closing Date of the Offer is 15 January 2016.
To accept the Offer in respect of Xchanging Shares held in
certificated form (that is, not in CREST), you should complete and
return the Form of Acceptance so as to be received by no later than
1.00 p.m. (London time) on 15 January 2016 in accordance with the
procedure set out in the Form of Acceptance and Section C of Part
III of the Offer Document.
To accept the Offer in respect of Xchanging Shares held in
uncertificated form (that is, in CREST), you should ensure that an
Electronic Acceptance is made by you or on your behalf and that
settlement occurs no later than 1.00 p.m. (London time) on 15
January 2016 in accordance with the procedure set out in Section D
of Part III of the Offer Document. If you are a CREST-sponsored
member, you should refer to your CREST sponsor as only your CREST
sponsor will be able to send the necessary TTE instruction(s) to
Euroclear.
The Offer Document, together with those documents listed in
paragraph 15 of Part VI of the Offer Document, will be made
available on CSC's website at www.csc.com and on Xchanging's
website at www.xchanging.com/TakeOverBid, subject, in each case, to
certain access restrictions. For the avoidance of doubt, the
content of such websites is not incorporated into, and does not
form part of, this announcement. Further copies of the Offer
Document and the Form of Acceptance may be obtained by contacting
Equiniti Limited on 0333 207 6367 from within the UK or on +44 121
415 0939 if calling from outside the UK (lines are open from 8.30
a.m. to 5.30 p.m. (London time) Monday to Friday, excluding English
and Welsh public holidays). Calls to the helpline from outside the
UK will be charged at the applicable international rate. Different
charges may apply to calls from mobile telephones and calls may be
recorded and randomly monitored for security and training
purposes.
Capitalised terms used but not defined in this announcement have
the meanings set out in the Offer Document.
Irrevocable Undertakings, Others Commitments and Letter of
Intent
The Offer Document sets out the level of irrevocable
undertakings, other commitments and the letter of intent that CSC
has received from Xchanging Shareholders in support of the Offer.
This is set out below and replaces paragraph 5 of, and Appendix
III, to the announcement made by CSC on 9 December 2015 (and the
corresponding sections of the summary).
CSC Bidco has received irrevocable undertakings from each of
those Xchanging Directors holding Xchanging Shares to accept the
Offer, in respect of a total of 1,137,804 Xchanging Shares,
representing approximately 0.46 per cent. of the existing ordinary
share capital of Xchanging in issue on 14 December 2015 (being the
latest practicable date prior to this announcement).(1)
In addition, CSC Bidco has received irrevocable undertakings
from Odey, Artemis, Fidelity and T. Rowe Price, institutional
shareholders of Xchanging, to accept the Offer, in respect of a
total of 92,102,372 Xchanging Shares, representing approximately
37.16 per cent. of the existing ordinary share capital of Xchanging
in issue on 14 December 2015 (being the latest practicable date
prior to this announcement). The irrevocable undertakings received
from Odey, Artemis, Fidelity and T. Rowe Price will cease to be
binding in the event of a competing offer for Xchanging, the value
of which exceeds the value of the Offer by 10 per cent. or more (in
the case of Artemis or T. Rowe Price) or 12 per cent. or more (in
the case of Odey or Fidelity).
In addition, CSC Bidco has received a commitment from
Farringdon, an institutional investor, in respect of 10,000,000
Xchanging Shares, representing approximately 4.03 per cent. of the
existing ordinary share capital of Xchanging in issue on 14
December 2015 (being the latest practicable date prior to this
announcement), over which Farringdon has a contract for difference,
to request that the counterparty to the contract for difference
delivers the relevant Xchanging Shares to Farringdon and, if such
shares are so delivered, to accept the Offer in respect of such
shares. This commitment from Farringdon will cease to be binding in
the event of a competing offer for Xchanging, the value of which
exceeds the value of the Offer by 12 per cent. or more.
In addition, CSC Bidco has received a letter of intent from
Threadneedle in respect of 13,423,715 Xchanging Shares,
representing approximately 5.42 per cent. of the existing ordinary
share capital of Xchanging in issue on 14 December 2015 (being the
latest practicable date prior to this announcement).
In aggregate, therefore, irrevocable undertakings, other
commitments and a letter of intent to accept the Offer have been
received in respect of a total of 116,663,891 Xchanging Shares,
representing approximately 47.07 per cent. of the existing ordinary
share capital of Xchanging in issue on 14 December 2015 (being the
latest practicable date prior to this announcement). Copies of the
irrevocable undertakings, other commitments and the letter of
intent are now on display on Xchanging's and CSC's websites
(www.xchanging.com/TakeOverBid and www.csc.com respectively) until
the end of the Offer Period.
CSC and CSC Bidco
Paul N. Saleh, Chief Financial Tel: +1 703 876
Officer 1000
H.C. Charles Diao, Vice President, Tel: +1 703 876
Finance & Corporate Treasurer 1000
Neil DeSilva, Investor Relations Tel: +1 703 641
Rich Adamonis, Media Relations 3000
Tel: +1 862 228
3481
Goldman Sachs (financial adviser
to CSC and CSC Bidco)
Nick Harper Tel: +44 (0)
Jonathan Hall 20 7774 1000
Colin Ryan
Nick Pomponi Tel: +1 415 393
7500
Xchanging Tel: +44 (0)
20 3604 6999
Geoff Unwin, Chairman
Ken Lever, Chief Executive
Lazard (financial adviser and Tel: +44 (0)
Rule 3 adviser to Xchanging) 20 7187 2000
William Rucker
Cyrus Kapadia
Olivier Christnacht
Investec Bank plc (corporate Tel: +44 (0)
broker to Xchanging) 20 7597 4000
Christopher Baird
James Rudd
Liberum (corporate broker to Tel: +44 (0)
Xchanging) 20 3100 2000
Peter Tracey
Neil Patel
Maitland (public relations adviser Tel: +44 (0)
to Xchanging) 20 7379 5151
Emma Burdett
Dan Yea
Goldman Sachs International, which is authorised by the PRA and
regulated by the FCA and the PRA in the United Kingdom, and its
affiliate, Goldman, Sachs & Co., are acting exclusively for CSC
and CSC Bidco and no one else in connection with the Offer or any
other matter referred to in this announcement and will not be
responsible to anyone other than CSC and CSC Bidco for providing
the protections afforded to clients of Goldman Sachs, or for
providing advice in connection with the Offer or any other matter
referred to herein.
Lazard & Co., Limited, which is authorised and regulated by
the FCA in the United Kingdom, is acting exclusively for Xchanging
and for no one else in connection with the Offer and will not be
responsible to anyone other than Xchanging for providing the
protections afforded to its clients or for providing advice in
connection with the Offer. Neither Lazard & Co., Limited nor
any of its affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Lazard & Co., Limited in connection with this
announcement, any statement contained herein, the Offer or
otherwise.
Investec Bank plc, which is authorised in the United Kingdom by
the PRA and regulated by the FCA and the PRA, is acting exclusively
for Xchanging and no-one else in connection with the Offer and will
not be responsible to anyone other than Xchanging for providing the
protections afforded to its clients or for providing advice in
connection with the Offer. Neither Investec Bank plc nor any of its
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Investec Bank plc in connection with this announcement, any
statement contained herein, the Offer or otherwise.
(MORE TO FOLLOW) Dow Jones Newswires
December 15, 2015 02:00 ET (07:00 GMT)
Liberum Capital Limited, which is authorised and regulated by
the FCA in the United Kingdom, is acting exclusively for Xchanging
and for no one else in connection with the Offer and will not be
responsible to anyone other than Xchanging for providing the
protections afforded to its clients or for providing advice in
connection with the Offer.
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer to
sell or invitation to purchase any securities or the solicitation
of any vote for approval in any jurisdiction, nor shall there be
any sale, issue or transfer of the securities referred to in this
announcement in any jurisdiction in contravention of applicable
law. The Offer is made solely through the Offer Document and the
accompanying Form of Acceptance, which will together contain the
full terms and conditions of the Offer, including details of how to
accept the Offer. Any response in relation to the Offer should be
made only on the basis of the information contained in the Offer
Document or any document by which the Offer is made.
This announcement has been prepared for the purpose of complying
with the laws of England and Wales and the Code and the information
disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with
the laws of jurisdictions outside England and Wales.
Overseas Shareholders
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or the United States or who are
subject to the laws of any jurisdiction other than the United
Kingdom or the United States should inform themselves of, and
observe, any applicable legal or regulatory requirements. Further
details in relation to overseas shareholders are contained in the
Offer Document.
Unless otherwise determined by CSC Bidco or required by the
Code, and insofar as permitted by applicable law and regulation,
the Offer will not be made available, directly or indirectly, in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction and no person may vote in favour of
the Offer by any such use, means, instrumentality or form within a
Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction.
Accordingly, copies of this announcement and all documents relating
to the Offer are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction, and persons receiving this
announcement and all documents relating to the Offer (including
agents, custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in, into or from such
jurisdictions where to do so would violate the laws in that
jurisdiction.
The availability of the Offer to Xchanging Shareholders who are
not resident in the United Kingdom may be affected by the laws of
the relevant jurisdictions in which they are resident. Persons who
are not resident in the United Kingdom should inform themselves of,
and observe, any applicable requirements.
US Shareholders
The Offer has been made for securities of an English company
with a listing on the London Stock Exchange, and Xchanging
Shareholders in the United States should be aware that this
announcement, the Offer Document and any other documents relating
to the 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
Offer Document or any other documents relating to the Offer, have
been or will be prepared in accordance with International Financial
Reporting Standards adopted in the European Union and may not be
comparable to the financial statements or other financial
information of US companies.
The Offer is for the securities of a non-US company which does
not have securities registered under Section 12 of the US
Securities Exchange Act. The Offer has been 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 Offer 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 Offer is deemed made solely by CSC Bidco 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 Bidco or its nominees or brokers (acting as
agents) may from time to time make certain purchases of, or
arrangements to purchase, Xchanging Shares outside the United
States, other than pursuant to the Offer, before or during the
period in which the Offer 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, Goldman Sachs 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 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.
The receipt of cash pursuant to the Offer by a US holder of
Xchanging Shares may be a taxable transaction for US federal income
tax purposes and under applicable US state and local, as well as
foreign and other, tax laws. Each US shareholder of Xchanging is
urged to consult with his, her or its independent professional
adviser regarding any acceptance of the Offer including, without
limitation, to consider the tax consequences associated with such
holder's acceptance of the Offer. Furthermore, the payment and
settlement procedure with respect to the Offer will comply with the
relevant United Kingdom rules, which differ from the United States
payment and settlement procedures, particularly with regard to the
date of payment of consideration.
Neither the US Securities and Exchange Commission nor any other
US state securities commission has approved or disapproved the
Offer, or passed judgment upon the fairness or merits of the Offer
or passed judgment upon the adequacy or completeness of this
announcement or the Offer Document. Any representation to the
contrary is a criminal offence.
Forward Looking Statements
This announcement contains statements that are or may be forward
looking statements. All statements other than statements of
historical facts included in this announcement may be forward
looking statements. Without limitation, any statements preceded or
followed by or that include the words "targets", "plans",
"believes", "expects", "aims", "intends", "will", "should",
"could", "would", "may", "anticipates", "estimates", "synergy",
"cost-saving", "projects", "goal" or "strategy" or, words or terms
of similar substance or the negative thereof, are forward looking
statements. Forward looking statements include statements relating
to the following: (i) future capital expenditures, expenses,
revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects;
(ii) business and management strategies and the expansion and
growth of CSC Bidco's or Xchanging's operations and potential
synergies resulting from the Offer; and (iii) the effects of
government regulation on CSC Bidco's or Xchanging's business.
These forward looking statements are not guarantees of future
financial performance. Except as expressly provided in this
announcement, they have not been reviewed by the auditors of CSC
Bidco or Xchanging. Such forward looking statements involve known
and unknown risks and uncertainties that could significantly affect
expected results and are based on certain key assumptions. Many
factors could cause actual results to differ materially from those
projected or implied in any forward looking statements. Due to such
uncertainties and risks, readers are cautioned not to place undue
reliance on such forward looking statements, which speak only as of
the date hereof. All subsequent oral or written forward looking
statements attributable to CSC Bidco or Xchanging or any of their
respective members, directors, officers or employees or any persons
acting on their behalf are expressly qualified in their entirety by
the cautionary statement above. CSC Bidco and Xchanging disclaim
any obligation to update any forward looking or other statements
contained herein, except as required by applicable law.
Dealing Disclosure Requirements
(MORE TO FOLLOW) Dow Jones Newswires
December 15, 2015 02:00 ET (07:00 GMT)
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