DST Systems, Inc. Announces Agreement with
Computer Sciences Corporation
KANSAS CITY, MO (April 8, 2005) - DST Systems, Inc. (NYSE:DST)
announced today that a DST subsidiary has entered into a definitive agreement
with Computer Sciences Corporation (NYSE:CSC) under which the subsidiary
will acquire CSC’s Health Plans Solutions (“HPS”)
business for 7.129 million shares of CSC common stock held by the DST subsidiary.
HPS is an enterprise software developer, software application services
provider, and business process outsourcer for the U.S. commercial healthcare
industry.
HPS has been serving the healthcare industry since the 1960’s.
HPS has 270 clients and its proprietary systems are used to provide claims
administration services for approximately 24 million covered lives. HPS
has approximately 700 employees located in three principal locations:
Birmingham, Alabama; Southfield, Michigan; and Cohoes, New York. HPS had revenues
of $110 million for the year ended April 2, 2004, and $82 million for
the nine months ended December 31, 2004.
DST and CSC have agreed that
the exchange value of the CSC shares at closing will be $45.53 per share.
On that basis, HPS will also hold $224.6 million of cash at the time
of the exchange.
The transaction has been structured in accordance with
Section 355 of the Internal Revenue Code. Accordingly, DST does not expect
to recognize a taxable gain as a result of the exchange.
DST believes
that the HPS business will expand its presence in the healthcare processing
services industry, which currently uses DST’s AWD and Output
Solutions products. DST expects to record net income of approximately
$50 million from the exchange of the CSC shares. DST believes that the
operations of HPS will be neutral to DST’s diluted earnings per share
in 2005 and accretive in 2006. The actual impact on earnings per share
will be dependent, among other factors, upon the finalization of the
business combination accounting entries, which includes the allocation
of approximately $85 million of value in excess of the net assets of
the HPS business being received.
The closing of the transaction is subject
to a number of closing conditions, including Hart-Scott- Rodino clearance
and the receipt of tax opinions. Subject to the satisfaction of those
conditions, the transaction is expected to close in April 2005.
* * * *
The information and comments above may include forward-looking statements respecting DST and its businesses. Such information and comments are based on DST's views as of today, and actual actions or results could differ. There could be a number of factors affecting future actions or results, including those set forth in DST's latest periodic financial report (Form 10-K or 10-Q) filed with the Securities and Exchange Commission. All such factors should be considered in evaluating any forward-looking comment. The Company will not update any forward-looking statements in this press release to reflect future events.
|
