Computer Sciences Corporation (CSC) chief financial officer and chief operating officer, Wayne Andrews, is stepping down from his position after more than three years with the company. Andrews is being replaced by CSC’s finance director in Asia, Stuart Adams, who will be relocating from Singapore to Australia to take on the role.
The change in management was announced on the ASX and as part of UXC’s (ASX:UXC) scheme meeting.
“Wayne Andrews has given notice of his intention to resign as an employee and director of CSC’s Australian subsidiary and is being replaced by Stuart Adams, CSC’s finance director in Asia,” UXC chairman, Geoff Cosgriff, said.
Prior to joining CSC Australia, Andrews was the Japan and Asia-Pacific vice-president of finance at Oracle for more than six years. Prior to that, he served at the company as its Japan and Asia-Pacific senior director of finance.
He has also previously worked at AC Neilsen Market Research and Brinks Security Asia-Pacific.
Adams brings more than four years’ experience working at CSC Australia into this new role. Before serving as its finance director, he was the company’s global healthcare and life sciences finance director. Based in the UK, he was in this role for more than a year.
Before that, he was a financial controller at CSC Australia for almost two years. Adams also formerly worked at Raytheon Australia and Walt Disney Television A/NZ in financial roles.
The company also announced details about its proposed scheme of arrangement, under which CSC would acquire, through its wholly-owned Australian subsidiary, all the shares in UXC for total cash payments of $1.24 per share, including a cash payment of $1.22 per share and an interim dividend of $0.02 per share.
Shareholders have been asked to vote on a proposed scheme of arrangement, and should the majorities be met, the second court hearing will take place on February 11. UXC’s shares will be suspended from official quotation on the ASX from close of trade today.
“The offer to acquire all of the shares in UXC for cash payments totaling $1.24 per UXC share reflects UXC’s strong performance.
“We are confident that this offer from CSC represents value for UXC shares and provides greater certainty for shareholders than UXC continuing as an independent entity. It is not a simple product that CSC is acquiring, but the skills and knowledge of UXC staff and the customer relationships that have been developed by UXC staff over many years,” Cosgriff said.
The resolution to be voted on by shareholders will be decided on a poll.
Cosgriff said the directors have carefully considered the proposed scheme and believe that shareholders should vote in favour of the resolution proposed.
“Each director intends, in relation to any shares held or controlled by them, to vote in favour of the scheme. No competing proposal has been received to date by UXC, and its directors are not in discussion with any interested third parties.
“KPMG has concluded that the scheme is in the best interests of shareholders.”
But in order for the resolution to be passed, it must be agreed to by a majority in number of shareholders of UXC present and voting at the meeting and at least 75 per cent of the total number of votes cast on the resolution at the meeting by shareholders.
In the proxy position, the company has
achieved 85.4 per cent of votes for, 1.7 per cent of votes against, and 12.9
per cent votes as open.
UPDATED: The results of the poll were 98.3 per cent voting for the acquisition, while 1.7 per cent voted against.