DALLAS, March 21 /PRNewswire-FirstCall/ -- Affiliated Computer Services, Inc. , a premier provider of business process outsourcing and information technology solutions, is confirming that it received a proposal from Darwin Deason, Chairman of the Board of ACS, and Cerberus Capital Management, L.P., to acquire, for a cash purchase price of $59.25 per share, all of the outstanding shares of the Company's common stock, other than certain shares and options held by Mr. Deason and members of the Company's management team that would be rolled into equity securities of the acquiring entity in connection with the proposed transaction. The Company has filed a copy of the proposal with the Securities and Exchange Commission pursuant to a Form 8-K.
A special committee of independent directors has been formed by the Board of Directors to evaluate the Company's strategic alternatives, including the proposal from Mr. Deason and Cerberus. The committee has engaged independent legal counsel (Weil, Gotshal & Manges LLP), and expects forthwith to retain independent financial advisors to assist the committee. The committee expects to make a recommendation to the Board of Directors following its consideration of strategic alternatives, including the proposal, in due course. The independent directors have written a letter to Mr. Deason, a copy of which is attached to this release.
ACS, a global FORTUNE 500 company with 58,000 people supporting client operations reaching more than 100 countries, provides business process outsourcing and information technology solutions to world-class commercial and government clients. The company's Class A common stock trades on the New York Stock Exchange under the symbol "ACS." ACS makes technology work. Visit ACS on the Internet at http://www.acs-inc.com/ .
The statements in this news release that do not directly relate to historical facts constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are subject to numerous risks and uncertainties, many of which are outside the Company's control. As such, no assurance can be given that the actual events and results will not be materially different than the anticipated results described in the forward-looking statements. Factors could cause actual results to differ materially from such forward-looking statements. For a description of these factors, see the Company's prior filings with the Securities and Exchange Commission, including our most recent filing. ACS disclaims any intention or obligation to revise any forward-looking statements, whether as a result of new information, future event, or otherwise.
AFFILIATED COMPUTER SERVICES, INC.
March 21, 2007
Mr. Darwin Deason
c/o Affiliated Computer Services, Inc.
2828 North Haskell
Dallas, TX 75204
Dear Darwin:
I am writing in my capacity as the lead director of the Board of Directors of Affiliated Computer Services, Inc. ("ACS" or the "Company"). Following your departure from yesterday's meeting of the Board, the independent directors discussed at length the proposal that you and Cerberus Capital Management, L.P. ("Cerberus") publicly announced and delivered to the Company yesterday morning (the "Proposal").
We appreciate the time and effort that you and Cerberus put into the Proposal. The independent directors, in furtherance of their responsibility to look after the best interests of the Company's public stockholders, have determined to form a Special Committee consisting of three independent directors (Messrs. Holland (Chair), Kosberg and Rossi) for the purpose of evaluating the Company's strategic alternatives, including a thorough review of the Proposal. You should understand that the formation of the Special Committee does not in any way reflect a view as to the adequacy of the price or the other terms and conditions set forth in the Proposal. The Special Committee has engaged legal counsel (Weil, Gotshal & Manges LLP) and expects forthwith to retain financial advisors.
The independent directors have threshold concerns with two aspects of the Proposal. First, the Proposal states that you have agreed to work exclusively with Cerberus to negotiate a transaction and expect the Proposal to undergo a customary market check process only after execution of a definitive agreement. We are concerned that this provides you and Cerberus with an inherent timing and information advantage, which may chill the interest of other parties and raise questions about the fairness and reasonableness of our process for developing and considering alternative proposals. Accordingly, we are requesting that this exclusivity arrangement promptly be voided so that there is no constraint on our ability to deal with third parties concurrently with you and Cerberus.
Second, the Proposal indicates that you have entered into an agreement with Cerberus which involves, among other things, voting arrangements with respect to your ACS shares. The independent directors believe they need to be informed of your agreements relating to the Proposal, including details as to the roll over of certain of your securities, cash received by you in the transaction and ongoing incentive and other arrangements, in order to properly evaluate the Proposal. It would be helpful to receive this information as soon as practicable.
Sincerely,
/s/ Joseph P. O'Neill
Joseph P. O'Neill
Lead Director
