November 23rd, 2009

Xerox ACS Settle Shareholder Claims Related To Pending Merger.

A shareholder filed suit demanding temporary or permanent injunction to the pending Xerox ACS merger was settled after both parties agreed to the following changes:


1. If ACS’ board received a “superior” proposal and changed their recommendation on Xerox’s proposal, Xerox would not “enforce” their voting agreement with ACS CEO Darwin Deason to vote his shares in favor of Xerox’s acquisition.


2. Xerox will not enforce ACS to hold the ACS stockholder meeting, to vote on the Xerox acquisition.


3. If requested by ACS, Xerox will “terminate” the merger agreement in accordance with the terms of the agreement.


So what does this mean? With all regulatory approvals in the bag, the merger appears to be zipping ahead in full steam although we are not quite sure what to make of this settlement.


Has the ACS board received a “superior” proposal as the settlement terms envisage? Any thoughts?


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