NORWALK, Conn. and DALLAS, Xerox Corporation (NYSE: XRX) and Affiliated Computer Services, Inc. (NYSE: ACS) announced today that they have resolved claims made in a consolidated action filed by ACS shareholders in Dallas County, Texas, related to Xerox’s proposed acquisition of ACS. In a stipulation agreed to by the parties, the plaintiffs have withdrawn their motion for a temporary and/or permanent injunction.
The parties agreed that if ACS’s board of directors receives a superior proposal, and, as a result, withdraws its recommendation of the Xerox acquisition, Xerox will not enforce requirements in its voting agreement with ACS Chairman Darwin Deason that obligate Mr. Deason to vote any of his shares of ACS common stock in favor of the Xerox acquisition. In addition, Xerox, will not enforce any requirements of the Merger Agreement that compel ACS to hold the ACS stockholders’ meeting to vote on the Xerox transaction and if requested by ACS, Xerox will terminate the Merger Agreement in accordance with its terms.
The plaintiffs have agreed to stay prosecution of the Texas action (City of St. Clair Shores Police and Fire Retirement System, et al. v. ACS, et al., No. CC-09-07377-C). A class action by ACS stockholders related to Xerox’s acquisition of ACS remains pending in the Delaware Court of Chancery (In re ACS Shareholder Litigation, Consolidated C.A. No. 4940-VCP).