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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.
For more about DST Health Solutions, contact us
at inforequests@dsthealthsolutions.com. |
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