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Darwin Deason and Cerberus Propose To Take Affiliated Computer Services, Inc. 'Private' at $59.25 Per Share
DALLAS, March 20 /PRNewswire/ -- Darwin Deason, the founder and
Chairman of Affiliated Computer Services, Inc. ( ACS), today announced
that he, together with his investment partner Cerberus Capital Management,
L.P., has submitted a proposal to acquire, for a cash purchase price of
$59.25 per share, all of the outstanding shares of common stock of
Affiliated Computer Services, Inc. The total transaction value (including
debt that would either be refinanced or remain outstanding) is
approximately $8.2 billion. Citigroup Global Markets Inc. has provided a
"highly confident" letter stating that it is highly confident of its
ability to raise the debt necessary to complete the transaction.
The proposed price represents 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.
"I believe that this offer and our proposed process will maximize value
for all of ACS's shareholders, and I am very pleased to be working with
Cerberus to bring this proposal to the ACS Board of Directors," said
Deason. "I would continue as Executive Chairman following the transaction,
and the business would continue to be run in accordance with ACS's current
practice while maintaining its valuable employee base, which Cerberus and I
view as one of its most important assets. We also intend for ACS to
continue to provide an uninterrupted high level of service to its
commercial and governmental customers in the United States and
internationally."
The investment partners are prepared to enter into negotiations with
the Company immediately and are ready to move quickly to complete the
transaction, which remains subject to customary conditions, including
completion of confirmatory due diligence. Deason and Cerberus do not
anticipate that any regulatory approvals or other impediments will preclude
a timely closing.
Deason and Cerberus have agreed to submit this proposal and work
together exclusively to negotiate a transaction with the ACS Board of
Directors or a Special Committee of its independent directors. The
investment partners believe that a robust process is in the best interests
of ACS, its public shareholders and the transaction, and expect the
proposal to undergo a customary market check process following execution by
the investment partners of a definitive agreement with ACS.
The proposal is subject to the negotiation of mutually satisfactory
definitive transaction agreements. The investment partners have engaged
Citigroup Global Markets Inc. to provide financial advice and arrange
financing in connection with the transaction.
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 success and value
creation. Cerberus is headquartered in New York City, with offices in Los
Angeles, Chicago and Atlanta, as well as advisory offices in London, Baan,
Frankfurt, Tokyo, Osaka and Taipei.
All statements in this news release that are not based on historical
fact are "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). 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.
SOURCE Darwin Deason













