DXC
Technology (NYSE: DXC) today announced that it has received all
necessary regulatory approvals to complete its acquisition of Luxoft
Holding, Inc, the global digital strategy and engineering firm.
DXC had announced
a definitive agreement to acquire Luxoft on January 7, 2019. DXC plans
to close the transaction on schedule no later than June 30, 2019.
The acquisition will build on DXC’s unique value proposition as an
end-to-end, mainstream IT and digital services market leader, and
strengthen its ability to design and deploy transformative digital
solutions for clients at scale. The addition of Luxoft will bring
clients new capabilities in digital engineering, additional depth in key
verticals and an expanded portfolio of digital offerings.
About the Transaction
Luxoft (NYSE: LXFT) will no longer be a standalone publicly held company
once the transaction closes.
Guggenheim Securities and BofA Merrill Lynch acted as financial advisors
and Latham & Watkins LLP is acting as legal counsel to DXC, with Harney
Westwood & Riegel LP acting as British Virgin Islands counsel to DXC.
Credit Suisse acted as financial advisor and White & Case LLP is acting
as legal counsel to Luxoft, with Conyers Dill & Pearman acting as
British Virgin Islands counsel to Luxoft.
About DXC Technology
As the world’s leading independent, end-to-end IT services company, DXC
Technology (NYSE: DXC) leads digital transformations for clients by
modernizing and integrating their mainstream IT, and by deploying
digital solutions at scale to produce better business outcomes. The
company’s technology independence, global talent, and extensive partner
network enable 6,000 private and public-sector clients in 70 countries
to thrive on change. DXC is a recognized leader in corporate
responsibility. For more information, visit dxc.technology
and explore THRIVE,
DXC’s digital destination for changemakers and innovators.
About Luxoft
Luxoft is a global digital strategy and engineering firm providing
bespoke technology solutions that drive business change for customers.
As part of DXC Technology (NYSE: DXC), Luxoft will use technology to
enable business transformation, enhance customer experiences and boost
operational efficiency through its strategy, consulting and engineering
services. Luxoft combines a unique blend of engineering excellence and
deep industry expertise to serve clients globally, specializing in
automotive, financial services, healthcare, life sciences,
telecommunications and other industries. For more information, please
visit www.luxoft.com and
follow us on Twitter
and LinkedIn.
Cautionary Note Regarding Forward-looking Statements
All statements in this press release that do not directly and
exclusively relate to historical facts constitute “forward-looking
statements.” These statements represent DXC’s and/or Luxoft’s
intentions, plans, expectations and beliefs, and are subject to risks,
uncertainties and other factors, many of which are outside DXC’s and/or
Luxoft’s control, and no assurance can be given that the results
described in such statements will be achieved. Many factors could cause
actual results to differ materially from such forward-looking statements
with respect to the transaction announced above including risks relating
to the completion of the transaction on anticipated timing, including
obtaining regulatory approvals, anticipated tax treatment, unforeseen
liabilities, future capital expenditures, inability to achieve expected
synergies, loss of revenues, delay or business disruption caused by
difficulties in integrating the businesses of DXC and Luxoft. For a
written description of risk factors that could cause actual result in
DXC’s and/or Luxoft’s business to differ materially from forward looking
statements regarding those matters, see the section titled “Risk
Factors” in DXC’s most recent Annual Report on Form 10-K, DXC’s
Quarterly Reports on Form 10-Q for the quarterly periods ended June 30,
2018, September 30, 2018, and December 31, 2018, Luxoft’s most recent
Annual Report on Form 20-F and any updating information in subsequent
SEC filings, as well as the Information Statement furnished by Luxoft on
Form 6-K. Each of DXC and Luxoft 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.
Additional Information
This communication is being made in respect of the proposed acquisition
of Luxoft by DXC. Because the proposed transaction has already been
approved by the requisite majority of Luxoft’s shareholders, Luxoft will
not be soliciting proxies or holding a shareholder meeting in connection
with the proposed transaction. Luxoft previously furnished an
Information Statement on Form 6-K. HOLDERS OF LUXOFT’S ORDINARY SHARES
ARE ADVISED TO READ THE INFORMATION STATEMENT AND ANY OTHER RELEVANT
DOCUMENTS IN THEIR ENTIRETY BECAUSE THEY MAY CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE RIGHTS OF
SHAREHOLDERS. Holders of Luxoft’s ordinary shares may obtain a free copy
of the Information Statement that was furnished to the SEC by Luxoft and
other documents filed with or furnished to the SEC by Luxoft at the
SEC’s web site at http://www.sec.gov.
Free copies of Luxoft’s most recent Annual Report on Form 20-F, the
Information Statement on Form 6-K, and each other document Luxoft files
with or furnishes to the SEC may also be obtained from Luxoft’s Investor
Relations website.
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