The expiration of the HSR waiting period satisfies one of the conditions to the closing of the acquisition. The closing of the acquisition is also subject to other customary closing conditions, including foreign regulatory approvals and the approval of the ACS and Xerox stockholders.

Note: Xerox and ACS urge investors and security holders to read the definitive joint proxy statement/prospectus regarding the proposed transaction before making any voting or investment decision when it becomes available because it will contain important information. You may obtain a free copy of the joint proxy statement/prospectus, as well as other filings containing information about Xerox and ACS, without charge, at the Securities and Exchange Commission's (SEC) Internet site (http://www.sec.gov). Copies of the definitive joint proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the definitive joint proxy statement/prospectus can also be obtained, when available, without charge, from Xerox's website, http://www.xerox.com, under the heading "Investor Relations" and then under the heading "SEC Filings". You may also obtain these documents, without charge, from ACS's website, http://www.acs-inc.com, under the tab "Investor Relations" and then under the heading "SEC Filings". Information regarding participants or persons who may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction is contained in Xerox's proxy statement for its most recent annual meeting and ACS's proxy statement for its most recent annual meeting, both as filed with the SEC. This material contains forward-looking statements which involve a number of significant risks and uncertainties.

For more information on Xerox, visit http://www.xerox.com or http://www.xerox.com/news. For open commentary, industry perspectives and views from events visit http://twitter.com/xeroxcorp, http://twitter.com/xeroxevents, http://www.facebook.com/xeroxcorp, http://www.xerox.com/blogs, http://www.xerox.com/podcasts or http://www.xerox.com/thoughtleaders.

Xerox(R) and the sphere of connectivity design are trademarks of Xerox Corporation in the United States and/or other countries.

SOURCE: Xerox Corporation

Xerox Corporation 
Bill McKee, +1-585-423-4476 
Bill.McKee@xerox.com 
or 
Xerox Corporation 
Carl Langsenkamp, +1-585-423-5782 
Carl.Langsenkamp@xerox.com

For the first time, Equitrac Embedded for Xerox EIP enables professional services firms to access cost recovery solutions and track prints, scans, copies and faxes directly at the MFP's touch screen. Every client-related expense can be captured, without the need for added hardware terminals to purchase, install or maintain.

"Equitrac Embedded for Xerox EIP further extends our support for our customers, and delivers the benefits of Equitrac Professional in a walkup experience to promote user mobility and productivity. In addition, professional services firms can now simply manage total output volumes and eliminate waste which ultimately leads to reduced overall operating costs," said Noel O'Dwyer, vice president of Marketing and Strategic Alliances, Equitrac Corporation.

Additional features of Equitrac Embedded for Xerox EIP include:

--  Increased mobility and productivity - Follow-You Printing(R) allows
    users to securely print and release documents at the MFP of their choice --
    across servers, departments and even geographic boundaries. Equitrac
    solutions protect confidential information by assuring jobs are printed
    only by an authorized user when they are physically at the MFP and logged
    in via their access card using the optional Xerox Secure Access Unified ID
    System(TM).

--  Complete and accurate cost recovery - Users can input client matter
    code information directly at the MFP's front panel while the Equitrac
    solution captures all MFP job attributes, which simplifies and automates
    the application of variable rates based on document features. Paper size
    and use of color or black and white -- for both copies and prints -- can be
    detected on a page-by-page basis for accurate usage reporting and
    allocation.

"Equitrac takes full advantage of our open development platform with Equitrac Embedded for Xerox EIP enabling their professional services customers to adapt their MFPs to the way they work," said Roger Ellefson, manager of Solutions Marketing, Xerox Corporation. "This winning combination makes business processes easier, while reducing the time and money spent handling and tracking documents."

For more information on Equitrac Professional, call 1-800-327-0183, or email sales@equitrac.com. For a list of the latest supported Xerox devices, visit: http://www.equitrac.com/devices/xerox.asp.

About Equitrac Corporation

Making documents count for over 30 years, Equitrac is the leading provider of solutions to authenticate, authorize and account for use of today's multifunction printers, copiers, faxes and scanners. We're home to the best-funded R&D program, global alliances with leading manufacturers and the largest team of print management experts in the world. Equitrac device-embedded and terminal-based software works with all leading equipment manufacturers, and supports systems already in use, including college and university campus card systems, providing measurable results for any organization that needs to make networked printing more manageable, economical, convenient and secure.

Media Contacts:
Kathy McCall
Equitrac Corporation
Tel: +1.954.888.7769
E-mail: Email Contact

Jacqueline D. Sagl
Murray Sagl PR
Tel: +1.978.265.3663
E-mail: Email Contact

SOURCE: Equitrac Corporation

http://www2.marketwire.com/mw/emailprcntct?id=D2356A111BEAF293
http://www2.marketwire.com/mw/emailprcntct?id=1B5EE01B8D0445A0

ACS is a provider of business process outsourcing services, while Xerox is a supplier of photocopiers, printers, and other document systems.

Announcement (September 27, 2009):

Xerox has entered into a definitive agreement to acquire ACS in a cash and stock transaction valued at $6,400 million or $63.11 a share.

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. In addition, Xerox will assume ACS's debt of $2,000 million and issue $300 million of convertible preferred stock to ACS's Class B shareholder.

The transaction, which has been approved by the Xerox and ACS boards of directors and ACS special committee, is expected to close in the first quarter of 2010. ACS will operate as an independent organization and initially will be branded ACS, a Xerox Company.

Simpson Thacher & Bartlett LLP is acting as legal counsel, and J.P. Morgan and Blackstone Advisory Partners are acting as financial advisors to Xerox on this transaction. Cravath, Swaine & Moore LLP is serving as legal counsel and Citigroup Global Markets, Inc. is serving as financial advisor to ACS. Ropes & Gray LLP is acting as legal advisor and Evercore Partners, Inc. is acting as financial advisor to the special committee of the board of directors of ACS.

Deal Value (US$ Million) 8700
Deal Type                Acquisition
Sub-Category             Majority Acquisition
Deal Status              Announced: 2009-09-27

Deal Participants

Target (Company)   Affiliated Computer Services, Inc.
Acquirer (Company) Xerox Corporation

Deal Rationale

This acquisition will significantly strengthen Xerox in the document and business process management space, and will accelerate its growth in an expanding market. The transaction will boost Xerox's recurring revenue stream and revenue from services is expected to triple from $3,500 million in 2008 to an estimated $10,000 million next year. Xerox also expects to achieve significant incremental revenue growth by leveraging Xerox's strong global brand and established client relationships to scale ACS's business in Europe, Asia and South America. In addition, Xerox will integrate its intellectual property with ACS's services to create new solutions for end-to-end support of customers' work processes. Further, Xerox expects to achieve annualized cost synergies that will increase to the range of $300 million to $400 million in the first three years following the close of the transaction. The synergies are primarily based on expense reductions related to public company costs, procurement and using ACS's expertise in back-office operations to handle some of Xerox's internal functions.

Comments on this story may be sent to admin@m2.com