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Darwin Deason and Cerberus Submit Revised Offer for Affiliated Computer Services, Inc.


DALLAS Dallas, city (1990 pop. 1,006,877), seat of Dallas co., N Tex., on the Trinity River near the junction of its three forks; inc. 1871. The second largest Texas city, after Houston, and the eighth largest U.S.  -- Darwin Darwin, city (1991 pop. 67,946), capital of the Northern Territory, N Australia, on Port Darwin, an inlet of the Timor Sea. Remotely situated on the sparsely settled north coast, Darwin had no rail connection with any of the major Australian cities until 2003, when  Deason, the founder and Chairman of Affiliated Computer Services Affiliated Computer Services (ACS) (NYSE: ACS) is a Fortune 500 company that provides information technology outsourcing as well as business process outsourcing solutions to businesses, government agencies, and non-profit organizations. , Inc. (NYSE NYSE

See: New York Stock Exchange
: ACS (Asynchronous Communications Server) See network access server. ), today announced that he, together with his investment partner Cerberus Cerberus (sûr`bərəs), in Greek mythology, many-headed dog with a mane and a tail of snakes; offspring of Typhon and Echidna. He guarded the entrance of Hades. One of the 12 labors of Hercules was to capture him.  Capital Management, L.P., sent the following letter to the board of directors of ACS on Saturday Saturday: see week; Sabbath. , April 21:
April 21, 2007


Board of Directors
Affiliated Computer Services, Inc.
2828 N. Haskell Avenue
Dallas, Texas 75204

Gentlemen:

    It has been a full month since my investment partner, Cerberus
Capital Management, L.P., and I made our proposal on March 20 to
acquire Affiliated Computer Services, Inc. (the "Company").
Unfortunately, during that time we have made no progress whatsoever,
and the Special Committee has refused to negotiate with us, to permit
Cerberus to conduct essential due diligence or to engage us in any
constructive fashion.

    In a final attempt to show you our good faith and our willingness
to provide the Company's shareholders with full and fair value, we
are hereby increasing our offer to $62.00 in cash per share. Our
increased offer represents nearly a 21% premium over the
pre-announcement closing price and a 24% premium over the 90-day
average closing price. It also represents nearly an 11% increase over
our initial indication of interest at $56.00 and, more importantly, a
5% increase over our publicly announced $59.25 offer. Our $62.00 per
share offer is fully priced and is the highest price we are prepared
to pay based on the information made available to us to date. This
offer is conditioned on the prompt commencement of due diligence and
prompt negotiation of a definitive merger agreement.

    We are convinced that the overwhelming majority of the Company's
shareholders support our transaction with the Company. Accordingly,
in addition to the customary shareholder approval by a majority in
voting power, I will agree, only with respect to my proposal with
Cerberus, to submit the definitive merger agreement for approval by a
majority of the Class A and Class B shares voted on a
one-share-one-vote basis. We are also prepared to have the adequacy
of our price tested by a robust marketing process that would commence
immediately upon our execution of a definitive merger agreement. We
propose a 40-day "go-shop" period following execution of a merger
agreement during which the Company and its advisors would solicit
superior proposals; if a superior proposal is accepted during the
"go-shop" period, we would receive only a break-up fee of 1.5% of the
Company's equity value. Moreover, under the terms of my exclusivity
agreement with Cerberus, I am free to negotiate with any competing
bidders during a post-signing "go-shop" period and to vote my shares
in favor of any superior proposal reached by the Board for the
benefit of ACS shareholders. The terms of the exclusivity agreement
will not obstruct the market check process.

    We believe that these terms are customary for similar
transactions today and will ensure that the interests of the public
shareholders are protected. As you know, a post-signing market check
is a valuable, respected tool to generate shareholder value. The
suggestion to us by the Committee's advisors that equity sponsor-led
transactions never generate topping bids following definitive
agreement is erroneous information which the Committee should reject.
In fact, on many occasions, competing proposals submitted during the
post-signing period have resulted in increased consideration to
shareholders. Equity sponsors have topped other financial buyers
three times this week alone: Catalina Marketing, Aeroflex and
Alliance Boots.

    I wish to reiterate that I personally am committed to the
long-term future of the Company. I plan to continue as Chairman for
at least the next five years, whether or not our proposed acquisition
is consummated. Following the acquisition, I will continue to have an
extremely large economic stake in the Company. As I previously
disclosed, I will roll, into equity securities of the acquiring
entity, Company common stock and options having an aggregate value of
approximately $300 million, and I will receive performance- and
time-based equity incentives going forward. My roll of equity
securities is not an option, it is a continuation of my long-term
commitment to the Company - and you should interpret it as such.

    Since my founding of the Company nearly 20 years, ago, I have
been active as a major shareholder and as Executive Chairman. In
discussions, your advisors have proposed that I be compelled to
accept any transaction approved by the Board of Directors. I will not
accept your advisors' attempts to disenfranchise me and disregard my
rights as a Class B shareholder and under my employment agreement, as
confirmed in the Company's charter. The Company's investors have
purchased their Class A shares with full knowledge of my rights, and
I will not agree to compromise these rights in any way. Any attempt
to create a scenario where my rights are disregarded - as if the
directors were acting as fiduciaries for the shareholders of a
hypothetical company, instead of ACS - ignores the facts and Delaware
law to the detriment of the Company's shareholders.

    We believe that our proposal is in the best interests of the
Company and its public shareholders and that the shareholders will
find the offer attractive. We believe that it is in the interests of
all involved - shareholders, customers, employees and other
stakeholders - that the Board engage with us concerning our offer.
The Board's continuing delay puts the entire Company and our offer at
risk.

                                        Very truly yours,


                                        /s/ Darwin Deason

                                        Darwin Deason


CERBERUS CAPITAL MANAGEMENT, L.P.



By: /s/ Steven F. Mayer

Name: Steven F. Mayer
Title: Managing Director

Copies (w/encl.) to:

Ben Druskin
Citigroup Global Markets Inc.
388 Greenwich Street
New York, NY 10013

James C. Woolery
Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019


About Cerberus Capital Management

Established in 1992, Cerberus Capital Management, L.P. is one of the world's leading private investment firms with approximately $25 billion of capital under management in funds and accounts. Through its team of investment and operations professionals, Cerberus specializes in providing both financial resources and operational expertise to help transform its portfolio companies into industry leaders for long-term Long-term

Three or more years. In the context of accounting, more than 1 year.


long-term

1. Of or relating to a gain or loss in the value of a security that has been held over a specific length of time. Compare short-term.
 success and value creation. Cerberus is headquartered in New York City New York City: see New York, city.
New York City

City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S.
, with offices in Los Angeles Los Angeles (lôs ăn`jələs, lŏs, ăn`jəlēz'), city (1990 pop. 3,485,398), seat of Los Angeles co., S Calif.; inc. 1850. , Chicago Chicago, city, United States
Chicago (shĭkä`gō, shĭkô`gō), city (1990 pop. 2,783,726), seat of Cook co., NE Ill., on Lake Michigan; inc. 1837.
 and Atlanta Atlanta (ətlăn`tə, ăt–), city (1990 pop. 394,017), state capital and seat of Fulton co., NW Ga., on the Chattahoochee R. and Peachtree Creek, near the Appalachian foothills; inc. 1847. , as well as advisory offices in London London, city, Canada
London, city (1991 pop. 303,165), SE Ont., Canada, on the Thames River. The site was chosen in 1792 by Governor Simcoe to be the capital of Upper Canada, but York was made capital instead. London was settled in 1826.
, Baan (Baan Company) A software company that was an early specialist in enterprise-wide applications. Founded in the Netherlands in 1978 by Jan and Paul Baan (Baan is pronounced like the name "Ron" with a "B"), Baan became a major ERP vendor operating in more than 80 countries. , Frankfurt, Tokyo Tokyo (tō`kēō), city (1990 pop. 8,163,573), capital of Japan and of Tokyo prefecture, E central Honshu, at the head of Tokyo Bay. , Osaka Osaka (ō`säkä), city (1990 pop. 2,623,801), capital of Osaka prefecture, S Honshu, Japan, on Osaka Bay, at the mouth of the Yodo River.  and Taipei.

All statements in this news release that are not based on historical fact are "forward-looking statements forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
" within the meaning of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  of 1995 and the provisions of Section 27A of the Securities Act of 1933, as amended a·mend  
v. a·mend·ed, a·mend·ing, a·mends

v.tr.
1. To change for the better; improve: amended the earlier proposal so as to make it more comprehensive.

2.
, 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). While any forward-looking statements contained herein are based on Deason's and Cerberus's current expectations, the information on which such expectations were based may change. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of risks, uncertainties, and other factors that could cause actual results to differ materially from such statements. Such risks, uncertainties, and other factors include, but are not necessarily limited to, those set forth in ACS's prior filings with the Securities and Exchange Commission, including those set forth under Item 1A "Risks Factors" in the most recent Annual Report on Form 10-K/A filed on February 1, 2007.
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Date:Apr 23, 2007
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