UXC LIMITED - UXC Directors unanimously recommend that UXC shareholders vote in favour of Scheme of Arrangement with Computer Sciences Corporation in the absence of a superior proposal, and subject to the Independent Expert continuing to conclude the Scheme to be in the best interests of UXC shareholders
- Victorian Supreme Court approves convening of the Scheme meeting
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Independent Expert concludes Scheme is in the best interests of UXC shareholders, in the absence of a superior proposal
UXC Limited (ASX: UXC or the Company) is pleased to announce that the Supreme Court of Victoria has ordered a meeting of UXC shareholders (Scheme Meeting) to consider and vote on the previously announced Scheme of Arrangement (Scheme) under which a wholly owned subsidiary of Computer Sciences Corporation (NYSE: CSC) will acquire all of the shares in UXC.
If the Scheme is approved, UXC Limited shareholders will receive cash payments of $1.22 per share. In addition, UXC will pay a franked dividend of $0.02 cash per share for the half year ending 31 December 2015.
The Independent Expert, KPMG Financial Advisory Services (Australia) Pty Ltd, has concluded that the Scheme is fair and reasonable and, therefore, in the best interests of UXC shareholders, in the absence of a superior proposal. The Independent Expert has assessed the value of a UXC share to be in the range of $1.21 to $1.34. The total cash payments of $1.24 per UXC share is within this range.
UXC's Board of Directors unanimously recommends that UXC Shareholders vote in favour of the Scheme at the proposed Scheme Meeting scheduled for Monday, 8 February 2016. They also intend to vote any UXC shares in their control in favour of the Scheme, in the absence of a superior proposal.
In recommending the Scheme, UXC Directors have taken into account the following:
the Scheme represents an opportunity for UXC shareholders to realise certain cash proceeds for their UXC shares and is superior to other strategic alternatives available to UXC;
the $1.22 cash payments and franked dividend of $0.02 per UXC share represent a premium to recent historical volume weighted average UXC share prices;
the Company's advisors confirmed that the EBITDA multiples were consistent with other transactions in the Australian IT services sector and that UXC's trading P/E multiple was at the top end of the range for the sector;
the Independent Expert has concluded that the Scheme is fair and reasonable and is in the best interests of UXC Shareholders, in the absence of a superior proposal;
on 5 October 2015, UXC's share price was at its highest level in over 7 years. In the months prior to this date, there had been a significant run on share prices in the Australian listed IT services sector compared to the broader market and UXC's share price had performed particularly strongly compared to its peers; and
since the announcement on 6 October 2015 of receipt of the indicative proposal from CSC, no superior proposal has emerged.
Scheme Meeting
The Scheme Meeting to vote on the proposed Scheme will be held at 10:00am (AEST) on Monday, 8 February 2016 at Level 19, 360 Collins Street, Melbourne Victoria, Australia.
All UXC shareholders are encouraged to vote either by attending the Scheme Meeting in person, or by lodging a proxy vote no later than 10.00am (AEST) on Saturday, 6 February 2016. Details of how to lodge a proxy vote are included on the proxy form and in the Scheme Booklet.
Information relating to the Scheme, including the reasons for the Board's recommendation, Independent Expert's Report and notice of Scheme Meeting, will be included in a Scheme Booklet which will be sent to UXC Shareholders on or about Wednesday, 23 December 2015.
Scheme Consideration and Dividend
In addition to the CSC cash consideration of $1.22 per share, UXC will pay a franked dividend of $0.02 per share for the half year ending 31 December 2015, subject to the Scheme becoming effective.
Payment of the Interim Dividend will be made on the Interim Dividend Payment Date, currently expected to be Thursday, 18 February 2016.
Payment of the Scheme Consideration will be made on the Implementation Date, currently expected to be Friday, 26 February 2016.
Indicative timetable
Event | Expected Date |
Scheme booklet despatched to UXC Shareholders | Wednesday, 23 December 2016 |
Final date for proxy vote lodgement | No later than 10.00am AEST, Saturday 6 February 2016 |
Scheme Meeting to vote on the Scheme | Monday, 8 February 2016 |
Second Court Date for approval of the Scheme | Thursday, 11 February 2015 |
Interim Dividend Record Date | Friday, 12 February 2016 |
Payment of Interim Dividend (subject to the Scheme becoming effective) | Thursday, 18 February 2016 |
Scheme Implementation Date | Friday, 26 February 2016 |
Payment of Scheme Consideration (subject to the Scheme becoming effective) | Friday, 26 February 2016 |
For more information please contact:
Mr Cris Nicolli Managing Director UXC Limited (+61) 3 9224 5777 | Ms Iona MacPherson Chief Financial Officer & Company Secretary UXC Limited (+61) 3 9224 5777 | Toll free shareholder information line: 1800 092 092 www.uxc.com.au |
Media
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Ben Wilson Rhianna Fursdon
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UXC Limited is an S&P/ASX 300 listed Australian business solutions company, and the largest Australian owned ICT consultancy firm. UXC services medium to large entities in the private and public sectors across Australia and New Zealand, Canada, USA and has operations in Asia.
UXC provides a range of unique, unmatched and formidable ICT Solutions in Consulting, Business Applications and Infrastructure that support our customers to plan & design, implement & enhance, and operate & manage their ICT requirements.
UXC strives to create simplicity and meaning in a complex and disruptive world through the power of people and technology, by being the leading Tier 1 Australian IT Services and Solutions Company, delivering value, innovation and responsive business outcomes with excellent people.
ABOUT CSCCSC is a global leader of next generation information technology (IT) services and solutions. The Company's mission is to enable superior returns on its clients' technology investments through best-in-class industry solutions, domain expertise and global scale. CSC has approximately 70,000 employees and reported revenue of $11.7 billion for the 12 months ended July 3, 2015.
UXC Limited issued this content on 2015-12-18 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 2015-12-21 00:48:14 UTC
Original Document: http://www.uxc.com.au/wp-content/uploads/2015/11/UXCMarketAnnouncement_SchemeOfArrangementCourtApproval_18December2015.pdf
