Attached files
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| 8-K - CURRENT REPORT - AFFILIATED COMPUTER SERVICES INC | form8-k.htm |
| EX-99.2 - STIPULATION DATED NOVEMBER 20, 2009 - AFFILIATED COMPUTER SERVICES INC | ex99-2.htm |
Exhibit
99.1
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News
from Xerox and ACS
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Xerox Corporation
45 Glover Avenue
P.O. Box 4505
Norwalk, CT 06856-4505
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tel +1-203-968-3000
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For
Immediate Release
Claims
Resolved In Texas Lawsuit Related to Xerox’s Planned Acquisition of Affiliated
Computer Services
NORWALK,
Conn., and DALLAS, Nov. 23, 2009 – Xerox Corporation (NYSE:
XRX) and Affiliated Computer
Services, Inc. (NYSE: ACS) announced today that they have resolved claims
made in a consolidated action filed by ACS shareholders in Dallas County, Texas,
related to Xerox’s proposed acquisition of ACS. In a stipulation
agreed to by the parties, the plaintiffs have withdrawn their motion for a
temporary and/or permanent injunction.
The
parties agreed that if ACS’s board of directors receives a superior proposal,
and, as a result, withdraws its recommendation of the Xerox acquisition, Xerox
will not enforce requirements in its voting agreement with ACS Chairman Darwin
Deason that obligate Mr. Deason to vote any of his shares of ACS common stock in
favor of the Xerox acquisition. In addition, Xerox, will not enforce any
requirements of the Merger Agreement that compel ACS to hold the ACS
stockholders’ meeting to vote on the Xerox transaction and if requested by ACS,
Xerox will terminate the Merger Agreement in accordance with its
terms.
The
plaintiffs have agreed to stay prosecution of the Texas action (City of St. Clair Shores Police and
Fire Retirement System, et al. v. ACS, et al., No. CC-09-07377-C). A
class action by ACS stockholders related to Xerox’s acquisition of ACS remains
pending in the Delaware Court of Chancery (In re ACS Shareholder Litigation,
Consolidated C.A. No. 4940-VCP).
About
Affiliated Computer Services
Headquartered
in Dallas, ACS’s 76,000 professionals support thousands of multinational
corporations and government agencies in over 100 countries from 500 locations.
It offers business process outsourcing support in areas that include finance,
human resources, information technology, transaction processing, and customer
care. http://www.acs-inc.com
About
Xerox
Headquartered
in Norwalk, Conn., Xerox Corporation's 54,000 people represent the world's
leading document management, technology and services enterprise, providing the
industry's broadest portfolio of color and black-and-white document processing
systems and related supplies, as well as document management consulting and
outsourcing services. http://www.xerox.com
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Media
Contacts:
Carl
Langsenkamp, Xerox Corporation, +1-585-423-5782, carl.langsenkamp@xerox.com
Kevin
Lightfoot, ACS, +1-214-841-8191, Kevin.Lightfoot@acs-inc.com
Note: For more
information on Xerox, visit http://www.xerox.com
or http://www.xerox.com/news. For
open commentary, industry perspectives and views from events visit http://twitter.com/xeroxcorp,
http://twitter.com/xeroxevents,
http://www.facebook.com/pages/So-what-DOES-Xerox-do/62701299858,
http://www.xerox.com/blogs,
http://www.xerox.com/podcasts
or http://www.xerox.com/thoughtleaders.
Xerox®and
the sphere of connectivity design are trademarks of Xerox Corporation in the
United States and/or other countries.
Note:
Information about the Transaction
The
proposed merger transaction involving Xerox and ACS will be submitted to the
respective stockholders of Xerox and ACS for their consideration. In
connection with the proposed merger, Xerox filed with the SEC a registration
statement on Form S-4 that included a preliminary joint proxy statement of Xerox
and ACS that also constitutes a preliminary prospectus of Xerox and each of the
companies may be filing with the SEC other documents regarding the proposed
transaction. Xerox will mail the definitive joint proxy
statement/prospectus to its stockholders. Xerox and ACS urge investors and
security holders to read the definitive joint proxy statement/prospectus
regarding the proposed transaction before making any voting or investment
decision when it becomes available because it will contain important
information. You may obtain a free copy of the joint proxy
statement/prospectus, as well as other filings containing information about
Xerox and ACS, 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 Xerox’s website, www.xerox.com,
under the heading “Investor Relations” and then under the heading “SEC
Filings”. You may also obtain these documents, without charge, from
ACS’s website, www.acs-inc.com, under the tab “Investor Relations” and then
under the heading “SEC Filings”.
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Xerox,
ACS 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 Xerox and ACS 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 Xerox and ACS in connection with the proposed merger are set
forth in the preliminary joint proxy statement/prospectus filed with the
SEC. 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 find information about ACS’s executive officers and
directors in its annual report on Form 10-K filed with the SEC on August 27,
2009. You can obtain free copies of these documents from Xerox and
ACS websites using the contact information
above.