TYSONS, Va.--(BUSINESS WIRE)--DXC Technology (NYSE: DXC) today announced that it has received all necessary regulatory approvals to complete its acquisition of Luxoft Holding, Inc, the global digital strategy and engineering firm.
DXC had announced a definitive agreement to acquire Luxoft on January 7, 2019. DXC plans to close the transaction on schedule no later than June 30, 2019.
The acquisition will build on DXC’s unique value proposition as an end-to-end, mainstream IT and digital services market leader, and strengthen its ability to design and deploy transformative digital solutions for clients at scale. The addition of Luxoft will bring clients new capabilities in digital engineering, additional depth in key verticals and an expanded portfolio of digital offerings.
About the Transaction
Luxoft (NYSE: LXFT) will no longer be a standalone publicly held company once the transaction closes.
Guggenheim Securities and BofA Merrill Lynch acted as financial advisors and Latham & Watkins LLP is acting as legal counsel to DXC, with Harney Westwood & Riegel LP acting as British Virgin Islands counsel to DXC. Credit Suisse acted as financial advisor and White & Case LLP is acting as legal counsel to Luxoft, with Conyers Dill & Pearman acting as British Virgin Islands counsel to Luxoft.
About DXC Technology
As the world's leading independent, end-to-end IT services company, DXC Technology (NYSE: DXC) leads digital transformations for clients by modernizing and integrating their mainstream IT, and by deploying digital solutions at scale to produce better business outcomes. The company’s technology independence, global talent, and extensive partner network enable 6,000 private and public-sector clients in 70 countries to thrive on change. DXC is a recognized leader in corporate responsibility. For more information, visit dxc.technology and explore THRIVE, DXC’s digital destination for changemakers and innovators.
Luxoft is a global digital strategy and engineering firm providing bespoke technology solutions that drive business change for customers. As part of DXC Technology (NYSE: DXC), Luxoft will use technology to enable business transformation, enhance customer experiences and boost operational efficiency through its strategy, consulting and engineering services. Luxoft combines a unique blend of engineering excellence and deep industry expertise to serve clients globally, specializing in automotive, financial services, healthcare, life sciences, telecommunications and other industries. For more information, please visit www.luxoft.com and follow us on Twitter and LinkedIn.
Cautionary Note Regarding Forward-looking Statements
All statements in this press release that do not directly and exclusively relate to historical facts constitute “forward-looking statements.” These statements represent DXC’s and/or Luxoft’s intentions, plans, expectations and beliefs, and are subject to risks, uncertainties and other factors, many of which are outside DXC’s and/or Luxoft’s control, and no assurance can be given that the results described in such statements will be achieved. Many factors could cause actual results to differ materially from such forward-looking statements with respect to the transaction announced above including risks relating to the completion of the transaction on anticipated timing, including obtaining regulatory approvals, anticipated tax treatment, unforeseen liabilities, future capital expenditures, inability to achieve expected synergies, loss of revenues, delay or business disruption caused by difficulties in integrating the businesses of DXC and Luxoft. For a written description of risk factors that could cause actual result in DXC’s and/or Luxoft’s business to differ materially from forward looking statements regarding those matters, see the section titled “Risk Factors” in DXC’s most recent Annual Report on Form 10-K, DXC’s Quarterly Reports on Form 10-Q for the quarterly periods ended June 30, 2018, September 30, 2018, and December 31, 2018, Luxoft’s most recent Annual Report on Form 20-F and any updating information in subsequent SEC filings, as well as the Information Statement furnished by Luxoft on Form 6-K. Each of DXC and Luxoft disclaims any intention or obligation to update these forward-looking statements whether as a result of subsequent event or otherwise, except as required by law.
This communication is being made in respect of the proposed acquisition of Luxoft by DXC. Because the proposed transaction has already been approved by the requisite majority of Luxoft’s shareholders, Luxoft will not be soliciting proxies or holding a shareholder meeting in connection with the proposed transaction. Luxoft previously furnished an Information Statement on Form 6-K. HOLDERS OF LUXOFT’S ORDINARY SHARES ARE ADVISED TO READ THE INFORMATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS IN THEIR ENTIRETY BECAUSE THEY MAY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE RIGHTS OF SHAREHOLDERS. Holders of Luxoft’s ordinary shares may obtain a free copy of the Information Statement that was furnished to the SEC by Luxoft and other documents filed with or furnished to the SEC by Luxoft at the SEC’s web site at http://www.sec.gov. Free copies of Luxoft’s most recent Annual Report on Form 20-F, the Information Statement on Form 6-K, and each other document Luxoft files with or furnishes to the SEC may also be obtained from Luxoft’s Investor Relations website.