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EDS also announced today that EDS, HP and the plaintiffs in the five stockholder lawsuits that were commenced following the execution of the definitive acquisition agreement have agreed to settle and dismiss all pending lawsuits concerning the proposed merger, subject to court approval.
EDS has agreed to provide additional information to stockholders through publicly available filings in order to supplement the proxy statement that was previously provided to EDS' stockholders in connection with the special meeting of stockholders to be held to consider and vote on the transaction with HP. EDS has filed the supplemental disclosure with the Securities and Exchange Commission, and such disclosure may be accessed on the world wide web at http://www.sec.gov or on the Investor Relations page on EDS' corporate website at http://www.eds.com.
In addition, EDS and HP have confirmed that the closing of the merger will
not occur prior to
The transaction still requires EDS stockholder approval and regulatory clearance from other non-U.S. and non-E.U. jurisdictions and is subject to the satisfaction or waiver of the other closing conditions specified in the merger agreement.
About EDS
EDS is a leading global technology services company delivering business solutions to its clients. EDS founded the information technology outsourcing industry more than 46 years ago. Today, EDS delivers a broad portfolio of information technology and business process outsourcing services to clients in the manufacturing, financial services, healthcare, communications, energy, transportation, and consumer and retail industries and to governments around the world. Learn more at eds.com.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this press release, including Electronic Data Systems Corporation's ("EDS") future expectations, beliefs, goals or prospects, and any statements that are not statements of historical facts are forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those stated in the forward-looking statements. Important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements include: (i) the conditions to the completion of the proposed merger may not be satisfied, or the regulatory approvals and clearances required for the proposed merger may not be obtained on the terms expected or on the anticipated schedule (if at all); (ii) the parties' ability to meet expectations regarding the timing for completion of the proposed merger; (iii) the possibility that the parties may be unable to achieve expected synergies and operating efficiencies within the expected time-frames or at all; (iv) operating costs, customer loss and business disruption may be greater than expected following the transaction; (v) the retention of certain key employees at EDS; and (vi) whether the court approves the settlement and memorandum of understanding relating to the stockholder lawsuits that were commenced following the execution of the merger agreement with HP and, if such approval is not received, the outcome of any legal proceedings that have been or may be instituted against EDS, HP or others related to the merger agreement. These factors, and other important factors that could affect these outcomes are set forth in EDS' most recently filed Annual Report on Form 10-K and its other filings with the Securities and Exchange Commission, in each case under the heading "Forward-Looking Statements" and/or "Risk Factors." Such discussions regarding risk factors and forward-looking statements are incorporated herein by reference. EDS assumes no obligation to update or revise any forward-looking statement in this document, and such forward-looking statements speak only as of the date hereof.
Additional information and where to find it
EDS has filed with the Securities and Exchange Commission a definitive
proxy statement in connection with its proposed business combination with
Hewlett-Packard Company ("HP"). The definitive proxy statement has been sent
to the stockholders of EDS. Before making any voting or investment decision
with respect to the merger, investors and stockholders of EDS are urged to
read the definitive proxy statement and any other relevant materials filed
with the SEC because they contain (or will contain) important information
about the merger. The definitive proxy statement and any other documents filed
by EDS with the SEC, may be obtained free of charge at the SEC's website at
http://www.sec.gov. In addition, investors and stockholders may obtain free
copies of the documents filed with the SEC by going to EDS's Investor
Relations page on its corporate website at http://www.eds.com or by directing
a request to EDS at 5400 Legacy Drive,
EDS and HP and their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from EDS stockholders
in connection with the merger. Information about HP's directors and executive
officers is set forth in HP's proxy statement on Schedule 14A filed with the
SEC on
EDS CONTACTS: Jeff Baum - Media Relations Deanna Rogers - Investor Relations 972-797-9495 972.605.8933 jeffrey.baum@eds.com deanna.rogers@eds.com
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