EDS Announces European Commission Approval of Proposed Acquisition by HP and
Settlement of Stockholder Litigation
PLANO, Texas, July 25 /PRNewswire-FirstCall/ -- EDS today announced that
the European Commission has approved Hewlett-Packard Company's proposed
acquisition of EDS without condition. This follows the previously announced
expiration of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 relating to the proposed acquisition without a
request for further information by the U.S. Department of Justice or Federal
Trade Commission.
EDS also announced today that EDS, HP and the plaintiffs in the five
stockholder lawsuits that were commenced following the execution of the
definitive acquisition agreement have agreed to settle and dismiss all pending
lawsuits concerning the proposed merger, subject to court approval.
EDS has agreed to provide additional information to stockholders through
publicly available filings in order to supplement the proxy statement that was
previously provided to EDS' stockholders in connection with the special
meeting of stockholders to be held to consider and vote on the transaction
with HP. EDS has filed the supplemental disclosure with the Securities and
Exchange Commission, and such disclosure may be accessed on the world wide web
at http://www.sec.gov or on the Investor Relations page on EDS' corporate
website at http://www.eds.com.
In addition, EDS and HP have confirmed that the closing of the merger will
not occur prior to August 18, 2008. Accordingly, the EDS third quarter 2008
dividend of $0.05 per share will be paid on September 10, 2008, to the EDS
stockholders of record as of the close of business on August 15, 2008. EDS'
special meeting of its stockholders, to consider and vote on the proposed
merger will be held as planned at 9:30 a.m., Central time, on Thursday, July
31, 2008.
The transaction still requires EDS stockholder approval and regulatory
clearance from other non-U.S. and non-E.U. jurisdictions and is subject to the
satisfaction or waiver of the other closing conditions specified in the merger
agreement.
About EDS
EDS is a leading global technology services company delivering business
solutions to its clients. EDS founded the information technology outsourcing
industry more than 46 years ago. Today, EDS delivers a broad portfolio of
information technology and business process outsourcing services to clients in
the manufacturing, financial services, healthcare, communications, energy,
transportation, and consumer and retail industries and to governments around
the world. Learn more at eds.com.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this press release, including Electronic
Data Systems Corporation's ("EDS") future expectations, beliefs, goals or
prospects, and any statements that are not statements of historical facts are
forward-looking statements. These forward-looking statements are subject to
risks and uncertainties that could cause actual results to differ materially
from those stated in the forward-looking statements. Important factors that
could cause actual results or events to differ materially from those indicated
by such forward-looking statements include: (i) the conditions to the
completion of the proposed merger may not be satisfied, or the regulatory
approvals and clearances required for the proposed merger may not be obtained
on the terms expected or on the anticipated schedule (if at all); (ii) the
parties' ability to meet expectations regarding the timing for completion of
the proposed merger; (iii) the possibility that the parties may be unable to
achieve expected synergies and operating efficiencies within the expected
time-frames or at all; (iv) operating costs, customer loss and business
disruption may be greater than expected following the transaction; (v) the
retention of certain key employees at EDS; and (vi) whether the court approves
the settlement and memorandum of understanding relating to the stockholder
lawsuits that were commenced following the execution of the merger agreement
with HP and, if such approval is not received, the outcome of any legal
proceedings that have been or may be instituted against EDS, HP or others
related to the merger agreement. These factors, and other important factors
that could affect these outcomes are set forth in EDS' most recently filed
Annual Report on Form 10-K and its other filings with the Securities and
Exchange Commission, in each case under the heading "Forward-Looking
Statements" and/or "Risk Factors." Such discussions regarding risk factors and
forward-looking statements are incorporated herein by reference. EDS assumes
no obligation to update or revise any forward-looking statement in this
document, and such forward-looking statements speak only as of the date
hereof.
Additional information and where to find it
EDS has filed with the Securities and Exchange Commission a definitive
proxy statement in connection with its proposed business combination with
Hewlett-Packard Company ("HP"). The definitive proxy statement has been sent
to the stockholders of EDS. Before making any voting or investment decision
with respect to the merger, investors and stockholders of EDS are urged to
read the definitive proxy statement and any other relevant materials filed
with the SEC because they contain (or will contain) important information
about the merger. The definitive proxy statement and any other documents filed
by EDS with the SEC, may be obtained free of charge at the SEC's website at
http://www.sec.gov. In addition, investors and stockholders may obtain free
copies of the documents filed with the SEC by going to EDS's Investor
Relations page on its corporate website at http://www.eds.com or by directing
a request to EDS at 5400 Legacy Drive, Plano, TX 75024 - Attention: Investor
Relations.
EDS and HP and their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from EDS stockholders
in connection with the merger. Information about HP's directors and executive
officers is set forth in HP's proxy statement on Schedule 14A filed with the
SEC on January 29, 2008 and HP's Annual Report on Form 10-K filed on December
18, 2007. Information about EDS's directors and executive officers is set
forth in EDS's proxy statement on Schedule 14A filed with the SEC on March 4,
2008 and EDS's Annual Report on Form 10-K filed on February 27, 2008.
Additional information regarding the interests of participants in the
solicitation of proxies in connection with the merger is included in the
definitive proxy statement that EDS has filed with the SEC.
EDS CONTACTS:
Jeff Baum - Media Relations Deanna Rogers - Investor Relations
972-797-9495 972.605.8933
jeffrey.baum@eds.com deanna.rogers@eds.com
SOURCE Electronic Data Systems Corporation
Jeff Baum, Media Relations, +1-972-797-9495, jeffrey.baum@eds.com, or Deanna
Rogers, Investor Relations, +1-972-605-8933, deanna.rogers@eds.com, both of
Electronic Data Systems Corporation
