DXC Technology Company entered into a definitive agreement to acquire Luxoft Holding, Inc. from IBS Group Holding Limited, Codeffroy Ltd., Awosting Ltd. and others for $2.1 billion.
January 06, 2019
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DXC Technology Company (NYSE:DXC) entered into a definitive agreement to acquire Luxoft Holding, Inc. (NYSE:LXFT) from IBS Group Holding Limited, Codeffroy Ltd., Awosting Ltd. and others for $2.1 billion on January 6, 2019. Pursuant to the terms of transaction, DXC will pay $59 per share in cash for each outstanding Class A and Class B ordinary shares. Performance Share Awards, PSU Awards, RSU Awards and Promised Restricted Stock Unit will also receive the same merger consideration. The merger consideration is subject to adjustments. IBS Group indirectly owns 83% of the aggregate ordinary Class A shares and owns all Class B shares. If the merger is completed, the Class A shares will no longer be listed on the New York Stock Exchange. On March 15, 2019, DXC Technology entered into a term loan credit agreement that will be used to finance in part the acquisition of Luxoft and/or for general corporate purposes. The credit agreement includes in there tranches of $500 million, €750 million ($850 million) and €750 million ($850 million). Post-completion, Luxoft will maintain its brand and operate as “A DXC Technology Company”. Upon-completion, Luxoft will be de-listed and the registration of Class A Shares will be terminated.
Post-completion, Luxoft will continue to be led by Dmitry Loschinin, current President and Chief Executive Officer and will report to Mike Lawrie, Chairman, President and Chief Executive Officer of DXC Technology. All the Directors of Luxoft other than those Directors identified by DXC shall resign by no later than two business days prior to the closing date. The transaction is subject to customary conditions including regulatory approvals, receipt of antitrust clearances and any waiting period under the HSR Act shall have been terminated or expired. The transaction is not subject to any financing condition. The transaction is approved by IBS Group, Codeffroy Ltd. and Awosting Ltd, owning majority stake in Luxoft, through written consent. The transaction is unanimously approved by the Board of Luxoft. The Boards of Directors of DXC Technology Company also approved the deal. As of March 25, 2019, the transaction is approved by European Commission. On June 11, 2019, the Russia merger control regulations were satisfied. As of June 11, 2019, all necessary regulatory approvals for the transaction has been received. The transaction is expected to complete by June 2019. As of May 23, 2019, the transaction is expected to close by the end of June 2019. DXC expects the combination to be value accretive.
Guggenheim Securities, LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated acted as financial advisors while Peter Harwich, Josh Dubofsky, Edmond Parhami, Jordan Klein, Ryan Post, Marc Klepner, Lisa Watts, Sean Finn, Eric Kamerman, Aoife McCabe, Michelle Carpenter, Stephen Brown, Les Carnegie, Eric Volkman, Bridget Reineking, Joseph Bargnesi, Hector Armengod, Peter Todaro, Alan Devlin, Tomas Nilsson, Steven Betensky, Mathilda Persson, Mikhail Turetsky, Nina Malkova and Oksana Uberwolf of Latham & Watkins LLP and Harney Westwood & Riegels acted as legal advisors for DXC. Credit Suisse Group AG (SWX:CSGN) acted as financial advisor while Colin Diamond, Gregory Pryor and Robert Chung of White & Case LLP and Anton Goldstein and Audrey Robertson of Conyers Dill & Pearman acted as legal advisors for Luxoft. William L. Deckelman, Jr. acted as general counsel for DXC and Natasha Ziabkina acted as general counsel for Luxoft. Stuart Rogers and Kevin Miller of Alston & Bird LLP is advising Credit Suisse Group AG as legal advisor to Luxoft Holdings.
DXC Technology Company is a global information technology (IT) services company. The Company helps global companies run their mission-critical systems and operations while modernizing IT, optimizing data architectures, and ensuring security and scalability across public, private and hybrid clouds. Its segments include Global Business Services (GBS) and Global Infrastructure Services (GIS). The GBS segment provides technology solutions that help its customers address their business challenges and accelerate transformations adjusted to each customers industry and specific objectives. GBS offerings include analytics and engineering, applications, and insurance software and business process services. The Companyâs GIS segment provides a portfolio of technology offerings that deliver predictable outcomes and measurable results while reducing business risk and operational costs for customers. GIS offerings include security, cloud infrastructure and IT outsourcing, and modern workplaces.
DXC Technology Company entered into a definitive agreement to acquire Luxoft Holding, Inc. from IBS Group Holding Limited, Codeffroy Ltd., Awosting Ltd. and others for $2.1 billion.