ACS to Conduct Shareholder Meeting to Vote on Xerox Acquisition Proposal
January 29 2010 - 4:05PM
Business Wire
Affiliated Computer Services, Inc. (NYSE: ACS) will conduct a
special meeting for shareholders to vote on the proposed Xerox
acquisition of the company on February 5.
ACS shareholders who owned ACS common stock at the close of
business on December 11, 2009 may attend the special meeting at
Cityplace Conference Center, 2711 North Haskell in Dallas and vote
on Xerox’s proposal to purchase ACS.
A joint proxy statement was sent to ACS and Xerox 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.
WHAT:
ACS Meeting of Shareholders
WHEN:
Friday, February 5, 2010 at 2 p.m. (CST)
WHERE:
Cityplace Conference Center, 2711 North Haskell Dallas, Texas
About ACS
ACS, a global FORTUNE 500 company with approximately 78,000
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.” Learn more about ACS at
www.acs-inc.com.
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, and the SEC declared effective on December 23, 2009,
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. ACS and Xerox have
mailed the joint proxy statement/prospectus to their stockholders.
ACS and Xerox urge investors and security holders to read the
joint proxy statement/prospectus regarding the proposed transaction
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 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.
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