DXC Technology Receives Regulatory Approval to Complete Acquisition of Leading Digital Innovator Luxoft
11 Junho 2019 - 2:20PM
Business Wire
DXC Technology (NYSE: DXC) today announced that it has received
all necessary regulatory approvals to complete its acquisition of
Luxoft Holding, Inc, the global digital strategy and engineering
firm.
DXC had announced a definitive agreement to acquire Luxoft on
January 7, 2019. DXC plans to close the transaction on schedule no
later than June 30, 2019.
The acquisition will build on DXC’s unique value proposition as
an end-to-end, mainstream IT and digital services market leader,
and strengthen its ability to design and deploy transformative
digital solutions for clients at scale. The addition of Luxoft will
bring clients new capabilities in digital engineering, additional
depth in key verticals and an expanded portfolio of digital
offerings.
About the Transaction
Luxoft (NYSE: LXFT) will no longer be a standalone publicly held
company once the transaction closes.
Guggenheim Securities and BofA Merrill Lynch acted as financial
advisors and Latham & Watkins LLP is acting as legal counsel to
DXC, with Harney Westwood & Riegel LP acting as British Virgin
Islands counsel to DXC. Credit Suisse acted as financial advisor
and White & Case LLP is acting as legal counsel to Luxoft, with
Conyers Dill & Pearman acting as British Virgin Islands counsel
to Luxoft.
About DXC Technology
As the world's leading independent, end-to-end IT services
company, DXC Technology (NYSE: DXC) leads digital transformations
for clients by modernizing and integrating their mainstream IT, and
by deploying digital solutions at scale to produce better business
outcomes. The company’s technology independence, global talent, and
extensive partner network enable 6,000 private and public-sector
clients in 70 countries to thrive on change. DXC is a recognized
leader in corporate responsibility. For more information, visit
dxc.technology and explore THRIVE, DXC’s digital destination for
changemakers and innovators.
About Luxoft
Luxoft is a global digital strategy and engineering firm
providing bespoke technology solutions that drive business change
for customers. As part of DXC Technology (NYSE: DXC), Luxoft will
use technology to enable business transformation, enhance customer
experiences and boost operational efficiency through its strategy,
consulting and engineering services. Luxoft combines a unique blend
of engineering excellence and deep industry expertise to serve
clients globally, specializing in automotive, financial services,
healthcare, life sciences, telecommunications and other industries.
For more information, please visit www.luxoft.com and
follow us on Twitter and LinkedIn.
Cautionary Note Regarding Forward-looking Statements
All statements in this press release that do not directly and
exclusively relate to historical facts constitute “forward-looking
statements.” These statements represent DXC’s and/or Luxoft’s
intentions, plans, expectations and beliefs, and are subject to
risks, uncertainties and other factors, many of which are outside
DXC’s and/or Luxoft’s control, and no assurance can be given that
the results described in such statements will be achieved. Many
factors could cause actual results to differ materially from such
forward-looking statements with respect to the transaction
announced above including risks relating to the completion of the
transaction on anticipated timing, including obtaining regulatory
approvals, anticipated tax treatment, unforeseen liabilities,
future capital expenditures, inability to achieve expected
synergies, loss of revenues, delay or business disruption caused by
difficulties in integrating the businesses of DXC and Luxoft. For a
written description of risk factors that could cause actual result
in DXC’s and/or Luxoft’s business to differ materially from forward
looking statements regarding those matters, see the section titled
“Risk Factors” in DXC’s most recent Annual Report on Form 10-K,
DXC’s Quarterly Reports on Form 10-Q for the quarterly periods
ended June 30, 2018, September 30, 2018, and December 31, 2018,
Luxoft’s most recent Annual Report on Form 20-F and any updating
information in subsequent SEC filings, as well as the Information
Statement furnished by Luxoft on Form 6-K. Each of DXC and Luxoft
disclaims any intention or obligation to update these
forward-looking statements whether as a result of subsequent event
or otherwise, except as required by law.
Additional Information
This communication is being made in respect of the proposed
acquisition of Luxoft by DXC. Because the proposed transaction has
already been approved by the requisite majority of Luxoft’s
shareholders, Luxoft will not be soliciting proxies or holding a
shareholder meeting in connection with the proposed transaction.
Luxoft previously furnished an Information Statement on Form 6-K.
HOLDERS OF LUXOFT’S ORDINARY SHARES ARE ADVISED TO READ THE
INFORMATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS IN THEIR
ENTIRETY BECAUSE THEY MAY CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION AND THE RIGHTS OF SHAREHOLDERS. Holders of
Luxoft’s ordinary shares may obtain a free copy of the Information
Statement that was furnished to the SEC by Luxoft and other
documents filed with or furnished to the SEC by Luxoft at the SEC’s
web site at http://www.sec.gov. Free copies of Luxoft’s most recent
Annual Report on Form 20-F, the Information Statement on Form 6-K,
and each other document Luxoft files with or furnishes to the SEC
may also be obtained from Luxoft’s Investor Relations website.
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version on businesswire.com: https://www.businesswire.com/news/home/20190611005872/en/
DXC Technology Contacts:Rich Adamonis, Corporate Media
Relations, +1 862.228.3481, radamonis@dxc.comJonathan Ford,
Investor Relations, +1 703.245.9700, jonathan.ford@dxc.com
Luxoft Contact:Patrick Corcoran, Marketing and
Communications, +1 631.478.2325, pcorcoran@luxoft.com
Luxoft Holding, Inc. (NYSE:LXFT)
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