M & A Law Prof Blog

Editor: Brian JM Quinn
Boston College Law School

Wednesday, October 31, 2007

Cerberus's Sad Goodbye

Affiliated Computer Services has admirably filed today on a Form 8-K the letter it received from Cerberus.  ACS had no other comment.  Obviously, there is a back story here which will come out over the next few weeks.  In any event, here it is (and I wish my exes had been as nice to me when we broke up)

Special Committee of the Board of Directors

Affiliated Computer Services, Inc.


We are very impressed with the management, business and opportunities of Affiliated Computer Services, Inc. (the “Company”) and continue to believe that the Company represents an attractive investment opportunity. We regret that we must withdraw our offer to acquire the Company due to the continuation of poor conditions in the debt financing markets. We are very focused on our ability to complete transactions that we initiate. From March 20, 2007, the date of our first offer letter, to the date hereof, Cerberus Capital Management, L.P. (“Cerberus”) and its affiliated funds have completed a significant number of transactions, including our acquisition of Chrysler LLC.

We believe that our proposal was in the best interests of the Company’s shareholders and that, had our proposal been put to a shareholder vote, it would have received approval by an overwhelming majority of the Company’s unaffiliated shareholders. Had the Special Committee engaged with Cerberus and Mr. Darwin Deason on the schedule we proposed in our offer letter, we are confident that our acquisition of the Company would have been approved and closed, and unaffliated shareholders would have been paid a substantial premium for their shares, some months ago. If market conditions change, we may consider proposing another transaction with the Company.



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