Pursuant
to Rule 425 under the Securities Act of 1933
and
deemed filed pursuant to Rule 14a-12 under the
Securities
Exchange Act of 1934
Subject
Company: Affiliated Computer Services, Inc.
Commission
File No.: 1-12665
ACS Drive for Sales: The Road to Global Growth
One
of the primary management imperatives for ACS in 2010 is to increase sales by
increasing sales resources. I discussed this imperative in the last edition of
ACS Today and it was a focus of FY10 Kick-Off. In this edition, we look more
closely at what it means and where it will take us.
Of
course, ACS’ prospects for better global sales and growth have increased
considerably since Kick-Off in August, due in no small part to the pending
acquisition by Xerox. It is an exciting development for both of our companies,
as it will immediately create an enterprise with revenues of $22 billion, $10
billion from our combined services business.
With
compatible services, the Xerox global footprint, and only 20 percent overlap of
our respective client bases, it is easy to see why the prospects for selling and
cross-selling have increased enormously. Our diverse ACS businesses continue to
be fertile ground for increased sales also.
When it
comes right down to it, ACS is the result of 20 years of strategic acquisitions,
so we fully understand the value of combining two strong businesses that
complement each other. I actually came to ACS when the company I co-founded with
my brother was acquired in 1996. Our company, Unibase, specialized in the data
entry subset of business process outsourcing. At that time, ACS was relatively
new to the business process outsourcing sector, and ACS created an entire
service segment dedicated to delivering superior BPO solutions. Today, this
business unit is the core of ACS’ complete BPO service offerings.
As we
prepare for the Xerox transaction, I find myself experiencing the same feeling
of pride I had when ACS acquired Unibase 13 years ago. Just as we successfully
built Unibase and found a terrific partner in ACS to capitalize on our
potential, today ACS has found a new home – one that will take us to new heights
where we will play a pivotal role in making Xerox a new type of global
business.
ACS and
Xerox see eye-to-eye on many important issues. One of the most important is a
dedication to customer service. Xerox and ACS both grew our businesses by
focusing on the customer, and this is something that will certainly continue. By
growing our sales capabilities and leveraging Xerox’s global client executive
network at Xerox, we will be able to offer services and subject matter expertise
to clients we could not reach before.
Please
read the articles on sales and cross-selling in this edition of ACS Today and
visit the CEO Corner of InfoBank for more information on the pending Xerox
transaction. These are exciting
times for all of us.
/s/ Lynn Blodgett
Lynn
Blodgett, President & CEO
*
NOTICE
Forward-Looking
Statementsz
This
communication contains “forward-looking statements” as defined in the Private
Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,”
“estimate,” “expect,” “intend,” “will,” “should” and similar expressions, as
they relate to us, are intended to identify forward-looking statements. These
statements reflect management’s current beliefs, assumptions and expectations
and are subject to a number of factors that may cause actual results to differ
materially. These factors include but are not limited to: the unprecedented
volatility in the global economy; the risk that the future business operations
of Affiliated Computer Services, Inc. (ACS) will not be successful; the risk
that we will not realize all of the anticipated benefits from our transaction
with Xerox; the risk that customer retention and revenue expansion goals for the
Xerox transaction will not be met and that disruptions from the Xerox
transaction will harm relationships with customers, employees and suppliers; the
risk that unexpected costs will be incurred; the outcome of litigation
(including with respect to the Xerox transaction) and regulatory proceedings to
which we may be a party; actions of competitors; changes and developments
affecting our industry; quarterly or cyclical variations in financial results;
development of new products and services; interest rates and cost of borrowing;
our ability to protect our intellectual property rights; our ability to maintain
and improve cost efficiency of operations, including savings from restructuring
actions; changes in foreign currency exchange rates; changes in economic
conditions, political conditions, trade protection measures, licensing
requirements and tax matters in the foreign countries in which we do business;
reliance on third parties for manufacturing of products and provision of
services; and other factors that are set forth in the “Risk Factors” section,
the “Legal Proceedings” section, the “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” section and other sections of our
2009 Annual Report on Form 10-K and Xerox’s 2008 Annual Report on Form 10-K and
Quarterly Report on Form 10-Q for the quarters ended March 31, 2009 and June 30,
2009 filed with the Securities and Exchange Commission. Affiliated Computer
Services, Inc. (ACS) assumes no obligation to update any forward-looking
statements as a result of new information or future events or developments,
except as required by law.
Additional
Information
The
proposed merger transaction involving Affiliated Computer Services, Inc. (ACS)
and Xerox will be submitted to the respective stockholders of Affiliated
Computer Services, Inc. (ACS) and Xerox for their consideration. In connection
with the proposed merger, Affiliated Computer Services, Inc. (ACS) will file a
joint proxy statement with the SEC (which such joint proxy statement will form a
prospectus of a registration statement on Form S-4 that will be filed by Xerox
with the SEC). Affiliated Computer Services, Inc. (ACS) and Xerox will each mail
the joint proxy statement/prospectus to its stockholders. Affiliated Computer
Services, Inc. (ACS) and Xerox urge investors and security holders to read the
joint proxy statement/prospectus regarding the proposed transaction when it
becomes available because it will contain important information. You may obtain
a free copy of the joint proxy statement/prospectus, as well as other filings
containing information about Affiliated Computer Services, Inc. (ACS) and Xerox,
without charge, at the SEC’s Internet site (http://www.sec.gov). Copies of the
joint proxy statement/prospectus and the filings with the SEC that will be
incorporated by reference in the joint proxy statement/prospectus can also be
obtained, when available, without charge, from Affiliated Computer Services,
Inc. (ACS)’s website, www.acs-inc.com, under the heading “Investor Relations”
and then under the heading “SEC Filings”. You may also obtain these documents,
without charge, from Xerox’s website, www.xerox.com, under the tab “Investor
Relations” and then under the heading “SEC Filings”.
Affiliated
Computer Services, Inc. (ACS), Xerox and their respective directors, executive
officers and certain other members of management and employees may be deemed to
be participants in the solicitation of proxies from the respective stockholders
of Affiliated Computer Services, Inc. (ACS) and Xerox in favor of the merger.
Information regarding the persons who may, under the rules of the SEC, be deemed
participants in the solicitation of the respective stockholders of Affiliated
Computer Services, Inc. (ACS) and Xerox in connection with the proposed merger
will be set forth in the joint proxy statement/prospectus when it is filed with
the SEC. You can find information about Affiliated Computer Services, Inc.
(ACS)’s executive officers and directors in its definitive proxy statement filed
with the SEC on April 14, 2009. You can find information about Xerox’s executive
officers and directors in its definitive proxy statement filed with the SEC on
April 6, 2009. You can obtain free copies of these documents from Affiliated
Computer Services, Inc. (ACS) and Xerox websites using the contact information
above.