UXC LIMITED Australian Stock Exchange Company Announcements Platform 25 November 2015 | UXC Limited ABN 65 067 682 928 |
- UXC has entered into a Scheme Implementation Deed with Computer Sciences Corporation (CSC) to acquire 100% of UXC shares.
- UXC shareholders to receive cash payment of $1.22 per share from CSC and an additional $0.02 franked interim dividend from UXC if the scheme proceeds.
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The cash payments totalling $1.24 represent an attractive premium of 8% to Friday's closing price1 and a;
- 14% premium to the 60 day volume weighted average price; and
- 29% premium to the 120 day volume weighted average price, to market close on 5 October 2015.
- The UXC Board considers the Proposal to be an opportunity for UXC shareholders to crystalise the value of their holdings2 in a timeframe that would not otherwise be available.
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KPMG Financial Advisory Services has been appointed by UXC to act as the Independent Expert.
UXC Limited (ASX: UXC or the Company) announces today that it has entered into a Scheme Implementation Deed (SID) with Computer Sciences Corporation (CSC), under which it is proposed that a wholly owned subsidiary of CSC will acquire 100% of the issued capital of UXC for cash consideration 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 Revised Proposal). The acquisition will proceed by way of a scheme of arrangement between UXC and its shareholders (Scheme).
The initial Proposal announced to the ASX on 6 October 2015, contemplated a cash consideration of $1.26 per share and a franked dividend of $0.02 per share for the half year ending 31 December 2015.
The adjustment to the offer consideration in the Revised Proposal reflects an acknowledgement by both parties that the synergies available as a result of the Scheme may take longer to be realised than first anticipated, a higher required working capital position than initially anticipated by the bidder and differences between US GAAP and Australian accounting standards.
Following careful consideration of the Revised Proposal, the UXC Board recommends that shareholders vote in favour of the Scheme, in the absence of a superior proposal and subject to an Independent Expert opining that the Revised Proposal is in the best interests of UXC shareholders.
1 UXC Limited requested and was granted a trading halt prior to market open on Monday 23 November 2015.
2 In the absence of a superior proposal being received and subject to an Independent Expert opining that the Scheme is in the best interests of all shareholders.
In recommending the Revised Proposal, the Board notes that the total cash payments of
$1.24 per share3 represents an attractive premium of 8% to Friday's closing price and a premium of:
14% premium to the 60 day volume weighted average price; and
29% premium to the 120 day volume weighted average price, to market close on 5 October 20154.
UXC has appointed KPMG Financial Advisory Services (Australia) Pty Ltd as the Independent Expert to opine on whether the Scheme is in the best interests of UXC shareholders. The Independent Expert's report will be provided to UXC shareholders as part of the Explanatory Booklet for the Scheme.
UXC Chairman Geoff Cosgriff said, 'While we have always maintained that we are a strong independent Australian company with a great track record, the Board believes that the proposal received from CSC represents an opportunity for UXC shareholders to crystalise the value of their holdings in a timeframe that would not otherwise be available.'
Details of the SchemeUXC and CSC have entered into a SID which sets out the terms on which the Scheme will be implemented.
The Scheme is subject to certain customary conditions precedent set out in the SID, including:
UXC shareholder approval;
an independent expert opining that the Scheme is in the best interests of shareholders; and
Court approval by the Supreme Court of Victoria.
A copy of the SID entered into by UXC and CSC is attached to this announcement and includes (among other things) all conditions precedent for the proposal and the applicable exclusivity provisions.
UXC is being advised by Nomura Australia Limited, as financial adviser, and Herbert Smith Freehills, as legal adviser.
UXC's Board currently expects that an Explanatory Booklet containing information relating to the Revised Proposal and the Scheme, the reasons for the Board's recommendation, the Independent Expert's Report and details of the Scheme meeting will be sent to UXC shareholders by early January 2016.
UXC shareholders do not need to take any action at the present time.
3 The amount that UXC shareholders will be entitled to if the Scheme is successful and which includes a franked interim dividend of $0.02 that shareholders registered on the UXC register on a determined record date will be entitled.
4 5 October 2015 was the last trading day prior to the announcement by UXC that it had received an indicative proposal from CSC.
Subject to the conditions of the Scheme being satisfied, the Scheme meeting and implementation are currently scheduled for February 2016. It is anticipated that UXC shareholders will have the opportunity to vote on the Revised Proposal at this meeting.
Subject to approval of the Scheme, the $0.02 dividend will be paid at about the same time as the other Scheme consideration.
For more information please contact:
Mr Cris Nicolli Managing Director UXC Limited (613) 9224 5777 Media GRACosway Ben Wilson 0407 966 083 | Ms Iona MacPherson Chief Financial Officer & Company Secretary UXC Limited (613) 9224 5777 Rhianna Fursdon 0477 020 337 | Toll free shareholder information line: 1800 092 092 www.uxc.com.au |
ABOUT UXC LIMITED
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 CSC
CSC 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.
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