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AFFILIATED COMPUTER: Cerberus Withdraws Acquisition Offer
Affiliated Computer Services, Inc., disclosed in a regulatory filing with the U.S. Securities and Exchange Commission that on Oct. 30, 2007, the Special Committee of its Board of Directors receive a letter from Cerberus Capital Management, L.P., stating that Cerberus was withdrawing its offer to acquire the company.
In the letter, Cerberus said that although it believes that the company is an attractive investment opportunity, it had to withdraw its offer due to the continuation of poor conditions in the debt financing markets.
Cerberus further said that had the company’s Special Committee engaged with Cerberus and Mr. Darwin Deason, Chairman of the Board of ACS, on the schedule proposed in the original offer letter, the acquisition would been approved and closed months ago. Cerberus however stated that it market conditions change, it may consider proposing another transaction with ACS.
Cerberus Offer
As reported in the Troubled Company Reporter on March 23, 2007, the company confirmed that it received a proposal from Mr. Deason and Cerberus to acquire, for a cash purchase price of US$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.
Mr. Deason and Cerberus stated that their proposed price represented a premium of 15.5% over the closing price of the company's class A common stock on March 19, 2007, and an 18.3% premium over the 90-day average closing price.
The proponents had anticipated to execute a merger agreement in early May 2007.
In connection with their proposal, Mr. Deason and Cerberus entered into an Exclusivity Agreement, dated March 20, 2007, pursuant to which Mr. Deason agreed to work exclusively with Cerberus to negotiate an acquisition of the company.
Citigroup Commitment Letter
In order to further support their offer, Mr. Deason and Cerberus disclosed that they received a letter from Citigroup Global Markets Inc. stating that it is highly confident of its ability to raise the debt necessary to complete the transaction.
Suspension of Exclusivity Agreement
However, as reported in the Troubled Company Reporter on June 12, 2007, the company reached an agreement with Mr. Deason to suspend the Exclusivity Agreement between Mr. Deason and Cerberus.
Lawsuit
As reported in the Class Action Reporter on April 12, 2007, the company disclosed in a regulatory filing that it was facing two class actions filed in the Court of Chancery of the State of Delaware, New Castle County against the company and certain directors.
The lawsuits were filed by purported shareholders opposed to a proposal to acquire the company presented by Mr. Deason and Cerberus. In each of the lawsuits, the plaintiff claims to be a shareholder of the company purporting to bring the action on behalf of all public shareholders of the company and alleges that the proposal is "inadequate and to have resulted from an unfair process."
About Cerberus Capital Management
Headquartered in New York City, and established in 1992, Cerberus Capital Management LP is one of the world's leading private investment firms with approximately US$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 success and value creation. Cerberus has offices in Los Angeles, Chicago and Atlanta, well as advisory offices in London, Baan, Frankfurt, Tokyo, Osaka and Taipei.
About Affiliated Computer
Headquartered in Dallas, Affiliated Computer Services Inc. (NYSE: ACS) -- http://www.AffiliatedComputer-inc.com/ -- provides business process outsourcing and information technology solutions to world-class commercial and government clients. The company has more than 58,000 employees supporting client operations in nearly 100 countries. The company has global operations in Brazil, China, Dominican Republic, India, Guatemala, Ireland, Philippines, Poland, and Singapore.
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Affiliated Computer Services currently carries Fitch Ratings' BB Issuer Default Rating. The company also carries Moody's Investors Service's long term rating of Ba2.
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