BN 05/19 20:18 *CSC TO SPLIT INTO GLOBAL COMMERCIAL CO, U.S. PUBLIC SECTOR CO.
BN 05/19 20:18 *CSC: COMPLETION OF SPLIT WON'T REQUIRE HOLDER VOTE
BN 05/19 20:17 *CSC:BOTH COS. TO HAVE ADEQUATE CAPITAL, INVEST-GRADE PROFILES
BN 05/19 20:17 *CSC SEPARATION WON'T REQUIRE HOLDER VOTE
BN 05/19 20:17 *CSC TO SPLIT TO CSC–GLOBAL COMMERCIAL, CSC–U.S. PUBLIC SECTOR
BN 05/19 20:16 *CSC HOLDERS TO OWN SHRS OF BOTH COMPANIES
BN 05/19 20:16 *CSC TO PAY SPECIAL CASH DIV TO HOLDERS OF $10.50/SHR AFER SPLIT
BN 05/19 20:16 *CSC SEES SEPARATION COMPLETED BY END OF OCT.
BFW 05/19 20:16 *CSC TO SEPARATE INTO TWO INDEPENDENT, PUBLICLY TRADED COS.
BN 05/19 20:16 *CSC TO SEPARATE INTO TWO INDEPENDENT, PUBLICLY TRADED COS.
BN 05/19 20:16 *CSC $10.50 SPECIAL CASH DIV/SHR INTENDED
BN 05/19 20:16 *CSC REPORTS PLAN TO SEPARATE INTO TWO INDEPENDENT, PUBLICLY TRA
BN 05/19 20:16 *CSC REPORTS PLAN TO SEPARATE INTO TWO INDEPENDENT, PUBLICLY
BN 05/19 20:18 *CSC: COMPLETION OF SPLIT WON'T REQUIRE HOLDER VOTE
BN 05/19 20:17 *CSC:BOTH COS. TO HAVE ADEQUATE CAPITAL, INVEST-GRADE PROFILES
BN 05/19 20:17 *CSC SEPARATION WON'T REQUIRE HOLDER VOTE
BN 05/19 20:17 *CSC TO SPLIT TO CSC–GLOBAL COMMERCIAL, CSC–U.S. PUBLIC SECTOR
BN 05/19 20:16 *CSC HOLDERS TO OWN SHRS OF BOTH COMPANIES
BN 05/19 20:16 *CSC TO PAY SPECIAL CASH DIV TO HOLDERS OF $10.50/SHR AFER SPLIT
BN 05/19 20:16 *CSC SEES SEPARATION COMPLETED BY END OF OCT.
BFW 05/19 20:16 *CSC TO SEPARATE INTO TWO INDEPENDENT, PUBLICLY TRADED COS.
BN 05/19 20:16 *CSC TO SEPARATE INTO TWO INDEPENDENT, PUBLICLY TRADED COS.
BN 05/19 20:16 *CSC $10.50 SPECIAL CASH DIV/SHR INTENDED
BN 05/19 20:16 *CSC REPORTS PLAN TO SEPARATE INTO TWO INDEPENDENT, PUBLICLY TRA
BN 05/19 20:16 *CSC REPORTS PLAN TO SEPARATE INTO TWO INDEPENDENT, PUBLICLY
CSC Announces Plan to Separate into Two Independent, Publicly Traded Companies
2015-05-19 20:16:00.115 GMT
CSC Announces Plan to Separate into Two Independent, Publicly Traded
Companies
$10.50 Special Cash Dividend Per Share Intended as Part of Transaction
Move Sharpens Strategic Focus for Global Commercial and U.S. Public Sector
Businesses; Drives Additional Value for Customers and Shareholders
Business Wire
FALLS CHURCH, Va. -- May 19, 2015
Computer Sciences Corporation (NYSE: CSC) today announced that its Board of
Directors has unanimously approved a plan to separate the company into two
publicly traded, pure-play leaders: one to serve commercial and government
clients globally and one to serve public sector clients in the U.S.
Concurrent with the separation, CSC intends to pay a special cash dividend to
shareholders of $10.50 per share at closing, which is expected by October
2015.
“CSC began its turnaround three years go,” said CEO Mike Lawrie. “That
turnaround has progressed strongly, and our focus now turns to positioning the
business for long-term growth and leadership. The best way to accelerate that
transformation is by separating the company into two businesses, each uniquely
positioned to lead its market by focusing strongly on the needs of its
clients.”
About the Companies
Both businesses will be industry leaders from day one.
* CSC – Global Commercial will move forward as the trusted information
technology (IT) services and solutions partner for Fortune 1,000 companies
and non-U.S. government clients, leveraging its industry, infrastructure
and consulting expertise to lead customers on their digital transformation
journey. With $8.1 billion in FY 15 revenue, CSC Global Commercial will
have more than 1,000 customers (including 175 of the Fortune 500), 51,000
employees and 34 delivery centers globally. The business will retain its
leadership status across multiple markets, along with innovative offerings
and industry-leading strategic partnerships.
* CSC – U.S. Public Sector will be a top three provider of mission-specific
IT, infrastructure and business services to U.S. federal, state and
defense agencies. Building on more than a half-century of government
service, the business also will be a leading IT services provider to
national security. The public sector business had FY 15 revenues of $4.1
billion and employs 14,000 people, including 3,500 U.S. military veterans.
Rationale for the Separation
CSC’s Board of Directors made the decision to separate the commercial and
public sector businesses as a result of several factors.
* The “Get Fit” phase of the company’s turnaround has been successfully
completed. Over the last three years, CSC has implemented a common
operating model, streamlined its cost structure, improved its go-to-market
performance and brought in proven leadership.
* At the same time, markets have evolved rapidly, with diverging
opportunities and challenges. On the commercial side, clients seek
partners with a deep understanding of their business who can help lead
their digital transformations. In the U.S. public sector, technology
demands are increasing, and clients want providers with specific
experience in government-focused innovation. By separating, each business
will have the scale – among the largest in their respective categories –
as well as the focus to meet unique customer needs and market
requirements.
* The two segments have different growth profiles and cash flow dynamics.
The separation will allow both companies to better optimize their capital
strategies and cost structures, and will provide investors with distinct
long-term investment opportunities.
* The market for talent has become highly competitive. As two independent,
focused and market-leading organizations, each business will be better
positioned to recruit and retain the best IT talent.
Based on these factors, CSC’s Board of Directors believes that the next phase
of the turnaround, focused on growth, will be enhanced by the ability of the
two businesses to function as pure plays focused exclusively on their
respective customer segments.
“Our analysis shows significant benefits of going with a pure-play strategy,”
Lawrie noted. “We expect this change to enable both businesses to enhance
innovation and improve delivery, in ways that are consistent with the rate and
pace of the markets they serve.”
Moving Forward
CSC will operate on a “business as usual” basis while details of the
separation – including leadership, locations and other details – are being
finalized. When the separation is concluded, it is expected that both
businesses will have:
* Operational and financial scale;
* Adequate capital, consistent with investment-grade credit profiles; and
* Industry-leading partnerships – built on CSC’s existing partner ecosystem
– that have proven instrumental in the company’s recent success.
“During the first three years of CSC’s turnaround, we benefitted from taking a
unified approach,” Lawrie concluded. “The progress we’ve made, coupled with
the changing demands of the market, make this a good time to give these two
businesses room to thrive as independent companies, able to move decisively to
capture the opportunities in front of them.”
About the Transaction
The separation is intended to qualify as a tax-free transaction to CSC
shareholders. Immediately following the separation, which is expected to be
completed by the end of October 2015, CSC shareholders will own shares of both
CSC – Global Commercial and CSC – U.S. Public Sector.
Completion of the separation will not require a shareholder vote but will be
subject to customary conditions, including final approval of the CSC Board of
Directors, the receipt of a favorable opinion from counsel with respect to the
tax-free nature of the transaction, and the effectiveness of a Form 10 filing
with the U.S. Securities and Exchange Commission.
RBC Capital Markets is serving as financial advisor to CSC. Additional
financial advice is provided to CSC by Guggenheim Partners. Allen & Overy LLP
is serving as legal advisor.
Investor Call/Webcast
CSC senior management will discuss this announcement and other related matters
at 5 p.m. EDT today during the company’s previously scheduled fourth quarter
earnings call and webcast. The dial-in number for domestic callers is
888-542-1101. Callers who reside outside of the United States or Canada should
dial 719-325-2482. The passcode for all participants is 9825381. The webcast
audio and any presentation slides will be available on CSC’s Investor
Relations website.
A replay of the conference call will be available from approximately two hours
after the conclusion of the call until May 26, 2015. The replay dial-in number
is 888-203-1112 for domestic callers and 719-457-0820 for callers who reside
outside of the United States and Canada. The replay passcode is also 9825381.
A replay of this webcast also will be available on CSC’s website.
About CSC
Computer Sciences Corporation (CSC) is a global leader of next generation
information technology (IT) services and solutions. The Company's mission is
to enable superior returns on our clients’ technology investments through
best-in-class industry solutions, domain expertise and global scale. CSC has
approximately 70,000 employees and reported revenue of $12.2 billion for the
12 months ended April 3, 2015. For more information, visit the company's
website at www.csc.com.
All statements in this press release and in all future press releases that do
not directly and exclusively relate to historical facts constitute
“forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements represent the Company’s
intentions, plans, expectations and beliefs, and are subject to risks,
uncertainties and other factors, many of which are outside the Company’s
control. These factors could cause actual results to differ materially from
such forward-looking statements. For a written description of these factors,
see the section titled “Risk Factors” in CSC’s Form 10-K for the fiscal year
ended March 28, 2014 and any updating information in subsequent SEC filings.
The Company 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.
Click here to subscribe to Mobile Alerts for CSC.
View source version on businesswire.com:
http://www.businesswire.com/news/home/20150519007092/en/
Contact:
CSC
Rich Adamonis
Global Media Relations
862.228.3481
radamonis@csc.com
or
CSC NPS
Heather Williams
Communications
703.641.2217
hwilliams22@csc.com
or
CSC
George Price
Investor Relations
703.641.3842
investorrelations@csc.com
-0- May/19/2015 20:16 GMT
2015-05-19 20:16:00.115 GMT
CSC Announces Plan to Separate into Two Independent, Publicly Traded
Companies
$10.50 Special Cash Dividend Per Share Intended as Part of Transaction
Move Sharpens Strategic Focus for Global Commercial and U.S. Public Sector
Businesses; Drives Additional Value for Customers and Shareholders
Business Wire
FALLS CHURCH, Va. -- May 19, 2015
Computer Sciences Corporation (NYSE: CSC) today announced that its Board of
Directors has unanimously approved a plan to separate the company into two
publicly traded, pure-play leaders: one to serve commercial and government
clients globally and one to serve public sector clients in the U.S.
Concurrent with the separation, CSC intends to pay a special cash dividend to
shareholders of $10.50 per share at closing, which is expected by October
2015.
“CSC began its turnaround three years go,” said CEO Mike Lawrie. “That
turnaround has progressed strongly, and our focus now turns to positioning the
business for long-term growth and leadership. The best way to accelerate that
transformation is by separating the company into two businesses, each uniquely
positioned to lead its market by focusing strongly on the needs of its
clients.”
About the Companies
Both businesses will be industry leaders from day one.
* CSC – Global Commercial will move forward as the trusted information
technology (IT) services and solutions partner for Fortune 1,000 companies
and non-U.S. government clients, leveraging its industry, infrastructure
and consulting expertise to lead customers on their digital transformation
journey. With $8.1 billion in FY 15 revenue, CSC Global Commercial will
have more than 1,000 customers (including 175 of the Fortune 500), 51,000
employees and 34 delivery centers globally. The business will retain its
leadership status across multiple markets, along with innovative offerings
and industry-leading strategic partnerships.
* CSC – U.S. Public Sector will be a top three provider of mission-specific
IT, infrastructure and business services to U.S. federal, state and
defense agencies. Building on more than a half-century of government
service, the business also will be a leading IT services provider to
national security. The public sector business had FY 15 revenues of $4.1
billion and employs 14,000 people, including 3,500 U.S. military veterans.
Rationale for the Separation
CSC’s Board of Directors made the decision to separate the commercial and
public sector businesses as a result of several factors.
* The “Get Fit” phase of the company’s turnaround has been successfully
completed. Over the last three years, CSC has implemented a common
operating model, streamlined its cost structure, improved its go-to-market
performance and brought in proven leadership.
* At the same time, markets have evolved rapidly, with diverging
opportunities and challenges. On the commercial side, clients seek
partners with a deep understanding of their business who can help lead
their digital transformations. In the U.S. public sector, technology
demands are increasing, and clients want providers with specific
experience in government-focused innovation. By separating, each business
will have the scale – among the largest in their respective categories –
as well as the focus to meet unique customer needs and market
requirements.
* The two segments have different growth profiles and cash flow dynamics.
The separation will allow both companies to better optimize their capital
strategies and cost structures, and will provide investors with distinct
long-term investment opportunities.
* The market for talent has become highly competitive. As two independent,
focused and market-leading organizations, each business will be better
positioned to recruit and retain the best IT talent.
Based on these factors, CSC’s Board of Directors believes that the next phase
of the turnaround, focused on growth, will be enhanced by the ability of the
two businesses to function as pure plays focused exclusively on their
respective customer segments.
“Our analysis shows significant benefits of going with a pure-play strategy,”
Lawrie noted. “We expect this change to enable both businesses to enhance
innovation and improve delivery, in ways that are consistent with the rate and
pace of the markets they serve.”
Moving Forward
CSC will operate on a “business as usual” basis while details of the
separation – including leadership, locations and other details – are being
finalized. When the separation is concluded, it is expected that both
businesses will have:
* Operational and financial scale;
* Adequate capital, consistent with investment-grade credit profiles; and
* Industry-leading partnerships – built on CSC’s existing partner ecosystem
– that have proven instrumental in the company’s recent success.
“During the first three years of CSC’s turnaround, we benefitted from taking a
unified approach,” Lawrie concluded. “The progress we’ve made, coupled with
the changing demands of the market, make this a good time to give these two
businesses room to thrive as independent companies, able to move decisively to
capture the opportunities in front of them.”
About the Transaction
The separation is intended to qualify as a tax-free transaction to CSC
shareholders. Immediately following the separation, which is expected to be
completed by the end of October 2015, CSC shareholders will own shares of both
CSC – Global Commercial and CSC – U.S. Public Sector.
Completion of the separation will not require a shareholder vote but will be
subject to customary conditions, including final approval of the CSC Board of
Directors, the receipt of a favorable opinion from counsel with respect to the
tax-free nature of the transaction, and the effectiveness of a Form 10 filing
with the U.S. Securities and Exchange Commission.
RBC Capital Markets is serving as financial advisor to CSC. Additional
financial advice is provided to CSC by Guggenheim Partners. Allen & Overy LLP
is serving as legal advisor.
Investor Call/Webcast
CSC senior management will discuss this announcement and other related matters
at 5 p.m. EDT today during the company’s previously scheduled fourth quarter
earnings call and webcast. The dial-in number for domestic callers is
888-542-1101. Callers who reside outside of the United States or Canada should
dial 719-325-2482. The passcode for all participants is 9825381. The webcast
audio and any presentation slides will be available on CSC’s Investor
Relations website.
A replay of the conference call will be available from approximately two hours
after the conclusion of the call until May 26, 2015. The replay dial-in number
is 888-203-1112 for domestic callers and 719-457-0820 for callers who reside
outside of the United States and Canada. The replay passcode is also 9825381.
A replay of this webcast also will be available on CSC’s website.
About CSC
Computer Sciences Corporation (CSC) is a global leader of next generation
information technology (IT) services and solutions. The Company's mission is
to enable superior returns on our clients’ technology investments through
best-in-class industry solutions, domain expertise and global scale. CSC has
approximately 70,000 employees and reported revenue of $12.2 billion for the
12 months ended April 3, 2015. For more information, visit the company's
website at www.csc.com.
All statements in this press release and in all future press releases that do
not directly and exclusively relate to historical facts constitute
“forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements represent the Company’s
intentions, plans, expectations and beliefs, and are subject to risks,
uncertainties and other factors, many of which are outside the Company’s
control. These factors could cause actual results to differ materially from
such forward-looking statements. For a written description of these factors,
see the section titled “Risk Factors” in CSC’s Form 10-K for the fiscal year
ended March 28, 2014 and any updating information in subsequent SEC filings.
The Company 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.
Click here to subscribe to Mobile Alerts for CSC.
View source version on businesswire.com:
http://www.businesswire.com/news/home/20150519007092/en/
Contact:
CSC
Rich Adamonis
Global Media Relations
862.228.3481
radamonis@csc.com
or
CSC NPS
Heather Williams
Communications
703.641.2217
hwilliams22@csc.com
or
CSC
George Price
Investor Relations
703.641.3842
investorrelations@csc.com
-0- May/19/2015 20:16 GMT