Lawsuit Deal Clears Path for Xerox-ACS Merger

November 23, 2009 ( – Xerox Corporation and Affiliated Computer Services Inc. have resolved claims made in a consolidated lawsuit filed by a pension fund in Dallas County over Xerox’s proposed acquisition of ACS.

A news release from the companies said an agreement calls for plaintiffs to drop their request for a temporary and/or permanent injunction to block the Xerox-ACS deal.

According to the announcement, the parties agreed that if ACS’s board of directors receives a better offer than that from Xerox and withdraws its recommendation of the Xerox acquisition, Xerox will not enforce requirements in its voting agreement with ACS Chairman Darwin Deason that force Deason to vote any of his shares of ACS common stock in favor of the Xerox acquisition.

In addition, Xerox, will not enforce any requirements of the merger agreement that compel ACS to hold the ACS stockholders’ meeting to vote on the Xerox transaction, and if requested by ACS, Xerox will terminate the Merger Agreement in accordance with its terms.

The plaintiffs have agreed not to pursue the Texas case (City of St. Clair Shores Police and Fire Retirement System, et al. v. ACS, et al., No. CC-09-07377-C) (see Pension Fund Sues over ACS, Xerox Merger), but a class action by ACS stockholders related to Xerox’s acquisition of ACS remains pending in the Delaware Court of Chancery (In re ACS Shareholder Litigation, Consolidated C.A. No. 4940-VCP).