Affiliated Computer Services to consider second Deason proposal

By Lisa Kerner

Charlotte, N.C., April 23 - Affiliated Computer Services, Inc. received a revised proposal from its board chairman Darwin Deason and Cerberus Capital Management, LP to acquire the company for $62 cash per share.

The company's special committee will evaluate the proposal although it has concerns with the sales process and the unchanged exclusivity arrangement that the independent directors wanted voided on March 21, according to a company news release.

In a letter to Deason, the special committee said it appreciated the improved offer price in the latest proposal, up from $59.25 per share.

Other concerns the committee shared in its letter include the status of Deason's employment agreement if the acquisition is completed, Deason's right to hire and fire senior management, the chairman's voting power intentions and the terms of Deason's exclusivity agreement with Cerberus.

The special committee's concerns with Darwin's previous proposal centered on Deason's agreement to work exclusively with Cerberus to negotiate a transaction that includes a customary market check process only after a definitive agreement has been executed and on voting arrangements with respect to Deason's company shares.

Affiliated Computer Services, based in Dallas, provides business process outsourcing and information technology services in the United States.

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