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
|
News from Xerox and
ACS
|
 |
 |
|
For
Immediate Release |
Xerox
Corporation
45
Glover Avenue
P.O.
Box 4505
Norwalk,
CT 06856-4505
tel +1-203-968-3000
|
Xerox
and ACS Set February 5 for Shareholders Meetings on Acquisition of Affiliated
Computer Services
NORWALK,
Conn., Dec. 28, 2009 – On February 5, Xerox Corporation (NYSE: XRX) and
Affiliated Computer Services, Inc. (NYSE: ACS) shareholders will vote on Xerox’s
agreement to purchase ACS, the world’s largest diversified business process
outsourcing firm. The joint proxy statement has been finalized and
will be sent to Xerox and ACS shareholders. Xerox and ACS boards of
directors recommend shareholders vote in favor of the acquisition, which will
transform Xerox into the leading global enterprise for document and business
process management, accelerating its growth in an expanding market.
In
preparation for the shareholder meetings, Xerox and ACS satisfied Hart-Scott
Rodino and Securities and Exchange Commission requirements. Earlier
this month, Xerox successfully completed a $2 billion capital markets
transaction, the net proceeds of which support the ACS
acquisition. In addition, Xerox confirmed that pre-closing
litigation-related issues have been resolved, and that both parties intend to
move quickly to close the deal.
On Sept. 28, Xerox announced a
definitive
agreement to acquire ACS
in a cash and stock transaction. ACS is a $6.5 billion company with
revenue growth of 6 percent and new business signings of $1 billion in
annual recurring revenue during its fiscal 2009.
Xerox
shareholders who owned Xerox common stock at the close of business on December
11, 2009, can attend a special meeting at Xerox headquarters in Norwalk, Conn.,
at 10 a.m. EST on February 5. ACS shareholders who owned ACS common
stock at the close of business on December 11, 2009, can attend a special
meeting at the Cityplace Conference Center, 2711 North Haskell in Dallas at 2
p.m. CST on February 5.
About
Xerox
Headquartered
in Norwalk, Conn., Xerox Corporation’s 54,000 people represent the world's
leading document management, technology and services enterprise, providing the
industry's broadest portfolio of color and black-and-white document processing
systems and related supplies, as well as document management consulting and
outsourcing services.
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About
ACS
Headquartered
in Dallas, TX, ACS’ 76,000 professionals support thousands of multinational
corporations and government agencies in more than 100 countries from 500
locations. It offers business process and information technology outsourcing
services in areas that include finance services, communications, transportation,
human resources, healthcare, transaction processing, and customer care. Learn
more about ACS at http://www.acs-inc.com.
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Media
Contacts:
Carl
Langsenkamp, Xerox Corporation, +1-585-423-5782,
Carl.Langsenkamp@xerox.com
Kevin
Lightfoot, ACS, +1-214-695-1169, Kevin.Lightfoot@acs-inc.com
This
release 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 unexpected costs
will be incurred; the outcome of litigation 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; the risk that
we will not realize all of the anticipated benefits from the acquisition of
Affiliated Computer Services, Inc.; 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 2008 Annual Report on Form 10-K and Quarterly
Reports on Form 10-Q for the quarters ended March 31, 2009, June 30, 2009 and
September 30, 2009 and ACS’s 2009 Annual Report on Form 10-K and Quarterly
Report on Form 10-Q for the quarter ended September 30, 2009 filed with the
Securities and Exchange Commission. The Company 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.
The
proposed merger transaction involving Xerox and ACS will be submitted to the
respective stockholders of Xerox and ACS for their consideration. In
connection with the proposed merger, Xerox filed with the SEC, and the SEC
declared effective on December 23, a registration statement on Form S-4 that
included a joint proxy statement of Xerox and ACS that also constitutes a
prospectus of Xerox and each of the companies may be filing with the SEC other
documents regarding the proposed transaction. Xerox will mail the joint proxy
statement/prospectus to its stockholders. Xerox and ACS urge investors and
security holders to read the joint proxy statement/prospectus regarding the
proposed transaction before making any voting or investment decision because it
contains important information. You may obtain a free copy of the
joint proxy statement/prospectus, as well as other filings containing
information about Xerox and ACS, 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, without charge, from Xerox’s
website, http://www.xerox.com, under the heading “Investor Relations” and then
under the heading “SEC Filings”. You may also obtain these documents,
without charge, from ACS’s website, http://www.acs-inc.com, under the tab
“Investor Relations” and then under the heading “SEC Filings”.
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Xerox,
ACS 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 Xerox and ACS 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 Xerox and ACS in connection with the proposed merger are set
forth in the joint proxy statement/prospectus filed with the SEC. 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 find information about ACS’s executive officers and directors in its annual
report on Form 10-K filed with the SEC on August 27, 2009. You can
obtain free copies of these documents from Xerox and ACS websites using the
contact information above.
For more
information on Xerox, visit http://www.xerox.com.
Xerox® and
the sphere of connectivity design are trademarks of Xerox Corporation in the
United States and/or other countries.
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