Filed by
Affiliated Computer Services, Inc.
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
Forward-Looking
Statements
This
communication contains “forward-looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1995 and the provisions of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended (which Sections were adopted as part of the
Private Securities Litigation Reform Act of 1995). Such
forward-looking statements and assumptions include, among other things,
statements with respect to our financial condition, results of operations, cash
flows, business strategies, operating efficiencies, indebtedness, litigation,
competitive positions, growth opportunities, plans and objectives of management,
and other matters. Such forward-looking statements are based upon management’s
current knowledge and assumptions about future events and are subject to
numerous assumptions, risks, uncertainties and other factors, many of which are
outside of our control, which could cause actual results to differ materially
from the anticipated results, prospects, performance or achievements expressed
or implied by such statements. Such risks and uncertainties include,
but are not limited to: (a) the cost and cash flow impact of our debt and our
ability to obtain further financing; (b) the complexity of the legal and
regulatory environments in which we operate, including the effect of claims and
litigation; (c) our oversight by the SEC and other regulatory agencies and
investigations by those agencies; (d) our credit rating or further reductions of
our credit rating; (e) a decline in revenues from or a loss or failure of
significant clients; (f) our ability to recover capital investments in
connection with our contracts; (g) possible period-to-period fluctuations in our
non-recurring revenues and related cash flows; (h) competition and our ability
to compete effectively; (i) dissatisfaction with our services by our clients;
(j) our dependency to a significant extent on third party providers, such as
subcontractors, a relatively small number of primary software vendors, utility
providers and network providers; (k) our ability to identify, acquire or
integrate other businesses or technologies; (l) our ability to manage our
operations and our growth; (m) termination rights, audits and investigations
related to our Government contracts; (n) delays in signing and commencing new
business; (o) the effect of some provisions in contracts and our ability to
control costs; (p) claims associated with our actuarial consulting and benefit
plan management services; (q) claims of infringement of third-party intellectual
property rights; (r) laws relating to individually identifiable information; (s)
potential breaches of our security system; (t) the impact of budget deficits
and/or fluctuations in the number of requests for proposals issued by
governments; (u) risks regarding our international and domestic operations; (v)
fluctuations in foreign currency exchange rates; (w) our ability to attract and
retain necessary technical personnel, skilled management and qualified
subcontractors; (x) risks associated with loans that we service; (y) the effect
of certain provisions of our certificate of incorporation, bylaws and Delaware
law and our stock ownership; (z) the price of our Class A common stock; (aa) the
risk that we will not realize all of the anticipated benefits from our proposed
transaction with Xerox; (bb) the risk that customer retention and revenue
expansion goals for the proposed Xerox transaction will not be met and that
disruptions from the proposed Xerox transaction will harm relationships with
customers, employees and suppliers; (cc) the risk that unexpected costs will be
incurred in connection with the proposed Xerox transaction; (dd) the outcome of
litigation, including with respect to the proposed Xerox transaction; (ee)
antitrust and other regulatory proceedings to which we may be a party in
connection with the proposed Xerox transaction; and (ff) the risk that the
proposed Xerox transaction will not close or that our or Xerox’s shareholders
fail to approve the proposed Xerox transaction. For more details on
factors that may cause actual results to differ materially from such
forward-looking statements, please see Item 1A. Risk Factors of our Annual
Report on Form 10-K for the fiscal year ended June 30, 2009 and other reports
from time to time that we file with or furnish to the SEC. Forward-looking
statements contained or referenced in this news release speak only as of the
date of this release. We disclaim, and do not undertake any obligation to,
update or release any revisions to any forward-looking
statement.
Additional
Information
The
proposed merger transaction involving ACS and Xerox will be submitted to the
respective stockholders of ACS and Xerox for their consideration. In
connection with the proposed merger, Xerox filed with the SEC a registration
statement on Form S-4 that included a preliminary joint proxy statement of Xerox
and ACS that also constitutes a preliminary prospects of Xerox and each of the
companies may be filing with the SEC other documents regarding the proposed
transaction. ACS and Xerox will each mail the definitive joint proxy
statement/prospectus to its stockholders. ACS and Xerox urge investors and
security holders to read the definitive 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 ACS and Xerox, without charge, at the SEC’s Internet site
(http://www.sec.gov). Copies of the definitive joint proxy
statement/prospectus and the filings with the SEC that will be incorporated by
reference in the definitive joint proxy statement/prospectus can also be
obtained, when available, without charge, from 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”.
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 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 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 ACS’s executive officers and
directors in its Form 10-K filed with the SEC on August 27, 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 ACS and Xerox websites using the
contact information above.
Xerox & ACS: Analyst Insights “With ACS,
Xerox Global Services becomes a very formidable player in the business process
outsourcing (BPO) segment of the outsourcing services.” The combination
establishes a very strong player in transactional or operational BPO...Xerox is
propelled into the big leagues with a robust network of offshore facilities and
staff which should strengthen its services value proposition measurably”
—Everest Research Institute Katarina Menzigian/Peter Bender
Samuel Everest Research Institute is an independent research and
analysis organization, founded by Everest Group to serve as a central source of
strategic intelligence, analysis and insight for buyers, suppliers and investors
in the IT and BPO marketplace. “Our net assessment is this is another
bold and visionary move by Xerox that holds much promise for the expanded
company and its combined customers.” “Xerox’s much larger size brings great
resources for ACS to leverage in back-office management, global expansion, and
R&D. In R&D, Xerox’s smart document technologies have focused on
reducing labor costs in business processes and the combined company can further
build upon this.” “Given the trend in the IT industry for large players to have
integrated hardware, software and services portfolios (e.g., HP/EDS, Dell/Perot)
and to acquire in order to strengthen their portfolio, ACS likely felt the
timing was right to be acquired, that its BPO portfolio breadth is a good fit
with Xerox, and leveraging Xerox smart document technologies and R&D to
automate business processes is a competitive advantage” —IDC Alexander
Motsenigos, Angela Boyd IDC is the premier global provider of market
intelligence, advisory services, and events for the information technology,
telecommunications, and consumer technology markets. “ACS’ clear
focus on BPO services will integrate well with Xerox’s business enabling
technology.” “The steady revenue growth posted by ACS over the past
four quarters demonstrates the durability of its business model in adverse
economies. The combination of Xerox’s document management business with ACS’
back-office operations service offerings will create synergies and
opportunity for cross-promotion as well as increased access to
international markets for the ACS subsidiary under the aegis of a company with a
globally recognized and established brand.” —TBR TBR specializes in
providing in-depth and timely insights within the computer, software, telecom,
mobility, and professional services industries. “For FAO, this is a
refreshingly good idea and the operational synergies are huge.” “The
document management services from Xerox have been evolving into end-to-end data
management, but Xerox needed something to further develop this pre-Process BPO
concept. With the Xerox behind them, ACS will be able to strengthen the
end-to-end processing (purchase-to-pay, quote-to-cash, record-to-report) and
walk into the potential clients with one of the biggest questions already
answered: Who will handle the front end? I really think Finance Organizations
will respond well to this.” —AMR Excerpt from Phil Fersht Blog AMR
Research provides comprehensive research and advisory services for supply chain
and IT executives. expertise in action A C
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