UXC Limited (ASX:UXC) has entered into a scheme implementation deed with Computer Sciences Corporation (CSC), under which it proposes that a wholly owned subsidiary of CSC will acquire 100 per cent of the issued capital of UXC.
The move follows the recent bid by CSC to acquire UXC for $428 million.
This enables UXC shareholders to receive a cash payment of $1.22 per share from CSC and an additional $0.02 franked interim dividend (for the half year ending December 31) from UXC if the scheme proceeds.
The initial agreement saw UXC shareholders to receive cash payments of $1.28 per share, comprising $1.26 cash per share and the payment of franked dividend of $0.02 per share for the half year ending December 31.
UXC said, in a statement on the ASX, that the adjustment to the offer consideration in the revised proposal reflects an acknowledgement by both parties that the synergies available as a result of the scheme may take longer to be realised than first anticipated.
In addition, it claimed it considered a higher required working capital position than initially anticipated by the bidder and differences between US GAAP and Australian accounting standards.
“Following careful consideration of the revised proposal, the UXC board recommends that shareholders vote in favour of the scheme, in the absence of a superior proposal and subject to an independent expert opining that the revised proposal is in the best interests of UXC shareholders,” it added.
UXC chairman, Geoff Cosgriff, said in recommending the revised proposal, the board notes that the total cash payments of $1.24 per share represents a premium of 14 per cent premium to the 60 day volume weighted average price and 29 per cent premium to the 120 day volume average price to market close on October 5, 2015.
“While we have always maintained that we are a strong independent Australian company with a great track record, the board believes that the proposal received from CSC represents an opportunity for UXC shareholders to crystalise the value of their holdings in a timeframe that would not otherwise be available,” he said.