Affiliated Computer Services, Inc. Board Faces At Least Two Lawsuits Over Takeover

Those who currently are investors in shares of Affiliated Computer Services, Inc. (Public, NYSE:ACS), and purchased the shares before September 28, 2009, and / or have additional information relating to the investigation, should contact the Shareholders Foundation.

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Company Name(s): 
Affiliated Computer Services
Case Name: 
Affiliated Computer Services Shareholder Dealcase
Case Status: 
Lawsuit Filed
Case Status: 
Settlement Proposed
Case Status: 
Settlement Approved
Affected Securities
NYSE: ACS
Lawsuit Overview
Type of Lawsuit: 
Mergers and Acquisition
Date Filed: 
09/30/2009
Class Period Begin: 
09/27/2009
Class Period End: 
02/15/2010
Court of Filing: 
Court of Chancery of the State of Delaware
Date Settled: 
05/26/2010
Settlement Amount: 
$69,000,000
Deadline to Participate in Settlement: 
10/23/2010
Settlement Notice: 
Settlement Proof: 
Summary: 

May 2010 - Settlement agreement reach in the Affiliated Computer Services case with regard to it's sale to Xerox. The Settlement of 69,000,000.00 was approved on May 26th in the Delaware chancery court. The deadline for participation in the settlement is October 23th 2010.

September 2009 - Angry investors in ACS shares have filed at least two lawsuits on behalf of current investors Affiliated Computer Services, Inc. (Public, NYSE:ACS), who purchased the shares before September 25, 2009, over alleged breaches of fiduciary duty and other violations of state law in connection with an alleged unfair takeover price. One lawsuit was filed on Court of Chancery of the State of Delaware and one lawsuit was filed in State Court in Texas.

According to the complaint the plaintiff alleges breaches of fiduciary duty and other violations of state law by the Board of Directors of Affiliated Computer Services, Inc. (Public, NYSE:ACS) arising out of their attempt to sell Affiliated Computer Services to Xerox Corp.

The plaintiff alleges that process employed by ACS and its Board of Directors was unfair. The investor accuses that the agreement is unfair because, among other things, it provides that ACS Chairman Darwin Deason will continue to reap his $3.5 million in compensation, plus benefits, until May of 2014. According to the complaint in return, Deason agreed to vote all of his shares in favor of the takeover by Xerox. Deason's shares comprise a 43.6% ownership of the Company. Additionally, the ACS Board agreed to a no-solicitation provision and a termination fee of $194 million, which is designed to discourage any potential bidders.
Affiliated Computer Services, Inc. (NYSE: ACS) and Xerox Corporation (NYSE: XRX) announced on September 28, 2009 a definitive agreement for Xerox Corp to acquire Affiliated Computer Services, Inc in a cash and stock transaction valued at $63.11 per share or $6.4 billion as of the closing price of Xerox stock on Sept. 25, 2009. 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. According to Affiliated Computer Services the transaction has been approved by the Xerox and ACS boards of directors and ACS special committee.

According to a previous investigation by a law firm “the transaction appears to be unfair” to current investors of Affiliated Computer Services, Inc. (NYSE: ACS) because the “offer to purchase Affiliated Computer Services, Inc. appears opportunistically timed to take advantage of the current economic downturn”. The investigation “concerns whether the consideration to be paid to ACS shareholders is grossly unfair, inadequate, and substantially below the fair or inherent value of ACS” and “whether the directors of ACS, including any special committee members, may have breached their fiduciary duties by not acting in ACS shareholders' best interests in connection with the sale process of ACS”. Another investigation even calls the deal “suspicious because it appears from a review of the Company's financial statements that the inherent value of the Company's stock is greater than $56.60 per share and also because the Company has entered into an agreement that dissuades any other company from making a better offer than Xerox.”

Affiliated Computer Services, Inc., located in Dallas, Texas, is a provider of business process outsourcing and information technology services to commercial and government clients. The Company operates in two segments: commercial and government. The Company services its clients through long-term contracts. Affiliated Computer Services, Inc reported in 2007 Total Revenue of $6.16055billion with a Net Income of $329.01million and in 2008 Total Revenue of $6.52316billion with a Net Income of$349.94million. Shares of Affiliated Computer Services, Inc. (NYSE:ACS) traded at $54.24 per share after the announcement and at about $48 per share shortly before the announcement. Affiliated Computer Services, Inc shares (NYSE:ACS) were down from a 52weekHigh of $55.84 per share, almost $60 per share in 2008, and over $60 per share in 2007.