Protecting the Rights of Shareholders and Consumers
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Affiliated Computer Services, Inc. Securities Litigation
Affiliated Computer Services, Inc. (NYSE: ACS) shareholder litigation over alleged unfair takeover
On September 28, 2009, Affiliated Computer Services, Inc. (“ACS” or the “Company”) announced that it agreed to sell the
Company to Xerox Corporation ("Xerox") (NYSE: XRX). Under the terms of the agreement, ACS shareholders will receive a total of
$18.60 per share in cash plus 4.935 Xerox shares for each ACS share they own, or approximately $63.11 per share, based on the
closing price of Xerox stock on Sept. 25, 2009, for a total transaction value of approximately $6.4 billion.
Based on the six-month average of the closing prices of Xerox shares, the transaction values ACS shares at approximately
$53.60. The investigation concerns whether the ACS Board of Directors breached their fiduciary duties to ACS shareholders given
that (i) ACS stock traded at close to $51 per share as recently as April 9, 2009; (ii) the mean target set by analysts for ACS stock is
over $54 per share with at least one analyst setting a $62 price target; and (iii) the Board agreed to a no-solicitation provision and
a termination fee of $194 million that will all but ensure that no superior offer will ever be forthcoming.