TIDMCSC TIDMXCH
RNS Number : 0079P
Computer Sciences Corporation (CSC)
15 February 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
15 February 2016
RECOMMENDED CASH OFFER
for
XCHANGING PLC
by
CSC Computer Sciences International Operations Limited
(a wholly owned subsidiary of Computer Sciences Corporation)
Satisfaction of US Merger Control Condition
CSC Computer Sciences International Operations Limited ("CSC
Bidco"), a wholly owned subsidiary of Computer Sciences Corporation
("CSC"), is pleased to announce that the waiting period under the
United States Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended, has been terminated and, as such, the US merger control
condition set out in paragraph 1(b)(i) of Section A, Part III of
the offer document published and posted by CSC Bidco on 15 December
2015 (the "Offer Document") has been satisfied.
As such, CSC Bidco's recommended cash offer for Xchanging plc
("Xchanging") (the "Offer") remains subject only to the conditions
set out in paragraphs 1(b)(ii) and 1(c) of Section A, Part III of
the Offer Document, which state that the Offer is conditional
on:
-- the European Commission taking a decision (or being deemed to
have taken a decision) that it shall not initiate proceedings under
Article 6(1)(c) of EU Merger Regulation in relation to the Offer or
any matter arising from it;
-- if the European Commission makes a referral under Article
9(1) of the EU Merger Regulation to the competent authorities of
one or more Member States which operate suspensory merger control
regimes, the Offer being granted substantive approval (or being
deemed to have been granted such approval) in each such Member
State;
-- the Financial Conduct Authority having notified in writing
any required approval in accordance with Part XII of the Financial
Services and Markets Act 2000, as amended, to the proposed
acquisition of control over each UK authorised person in the Wider
Xchanging Group (as defined in the Offer Document) by CSC Bidco (or
being deemed to have given such approval); and
-- the competent regulator under section 2c KWG (the German
Banking Act) having confirmed in writing that it has no objections
to the proposed acquisition of a substantial holding in a German
institution supervised under the KWG (German Banking Act) in the
Wider Xchanging Group by CSC Bidco (or being deemed to have given
no objection).
Unless otherwise stated, terms used in this announcement have
the same meanings as given to them in the Offer Document.
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
Nick Harper Tel: +44 (0)
Jonathan Hall 20 7774 1000
Colin Ryan
Nick Pomponi Tel: +1 415 393
7500
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.
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.
(MORE TO FOLLOW) Dow Jones Newswires
February 15, 2016 02:01 ET (07:01 GMT)
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