DXC Technology to Combine its U.S. Public Sector Business with Vencore Holding Corporation and KeyPoint Government Solutions to Create an Independent, Publicly Traded Company Serving U.S. Government Clients
DXC Technology (NYSE: DXC), the world’s leading independent, end-to-end IT services company, today announced that its board of directors has unanimously approved a plan to combine its U.S. Public Sector (USPS) business with Vencore Holding Corporation and KeyPoint Government Solutions to form a separate, independent publicly traded company to serve U.S. public sector clients.
Both Vencore and KeyPoint are currently owned by affiliates of Veritas Capital, a leading private equity firm recognized for its in-depth knowledge and understanding of government and technology-enabled end markets. Veritas Capital will remain an investor in the new company.
The formation of the new company is expected to be completed by the end of March 2018, subject to regulatory and other approvals.
“Clients and investors in both the commercial and public sectors are recognizing the higher value of IT service providers with scale and differentiation,” said Mike Lawrie chairman, president and CEO of DXC. “Separating our global commercial and USPS business, and combining it with Vencore and KeyPoint, will accelerate transformation with two strategically focused companies, each uniquely positioned to lead its market by prioritizing the needs of its clients.”
The combination of USPS with Vencore and KeyPoint will create a top 5 services provider to the U.S. government, offering differentiated, mission-driven solutions in cybersecurity, big data analytics, cloud engineering, enterprise IT services, and systems engineering – all enabled by a portfolio of cutting-edge Intellectual Property (IP).
The new company will be a strategic partner to the federal government in solving the most demanding informational and national security challenges and driving technology modernization. With approximately $4.3 billion in combined revenues and a highly skilled workforce of more than 14,000, the new company will serve a robust base of established and non-overlapping clients based on long-standing relationships.
The new company will provide meaningful scale and end-to-end technology solutions, leveraging a full spectrum of offering families and industry expertise to ensure broader access to customers, capabilities and contract vehicles. The new company’s name will be determined at a later date.
“The combination of USPS’s enterprise IT leadership with Vencore’s deep mission understanding and advanced innovation will provide unmatched differentiation in the market,” said Ramzi Musallam, the CEO and managing partner of Veritas Capital. “This new company will have the unparalleled expertise and breadth of capabilities to make it the trusted partner of choice supporting U.S. government clients with their most critical missions.”
Mac Curtis, president and CEO of Vencore, will become the chief executive officer of the new company. Marilyn Crouther, senior vice president and general manager, DXC USPS, will become the new company’s chief operating officer. Mike Lawrie will chair the board of the new company. Additional members of the new company’s senior management team will be drawn from DXC, Vencore and KeyPoint and will be named at a later date as integration planning progresses.
“Given our highly-skilled technical talent, differentiated innovation, and decades of strong customer relationships, I am excited to lead our combined company in its next stage of growth,” Curtis said. “We will leverage our deep mission domain knowledge, leading-edge IP and comprehensive suite of IT solutions to address larger markets and intensify our focus on meeting our clients’ needs in a rapidly changing and attractive marketplace.”
DXC, which was formed by the merger of CSC and the Enterprise Services business of Hewlett Packard Enterprise on April 1, 2017, will remain a technology leader in commercial and non-U.S. public sector IT services with the focus on helping clients transform through innovation and delivery excellence.
- Following the expected transaction, DXC will have 6,000 clients in some 70 countries throughout the world;
- The business will retain its leadership position across multiple markets, with diversified next-generation IT offerings and industry-leading strategic partnerships; and
- DXC will continue to serve certain state and local clients, notably state Medicaid programs.
DXC’s board of directors made the decision to separate its commercial and U.S. public sector businesses, and to establish the new company through the combination with Vencore and KeyPoint, as a result of several factors:
- The commercial and U.S. public sectors of the IT services market are evolving at an accelerating pace;
- Both DXC and the new company will be able to pursue focused growth strategies, optimize capital structure and capital allocation, and drive customer value through highly tailored offerings and services; and
- The combination of USPS with Vencore and KeyPoint presents a unique opportunity in the U.S. public sector segment that will significantly strengthen USPS’s competitive position.
The new company will deliver the most mission-enabling, innovative and technologically-advanced IT solutions to U.S. government clients by:
- Leveraging innovation backed by highly-skilled talent, technical expertise, advanced IP, and a deep partnership ecosystem to enhance the technological sophistication and capabilities of its clients;
- Bringing transformative digital skills and mission-enabled offerings in advanced analytics, cyber security, and agile software development (more than 1,000 agile certified developers) that will position the new company as the U.S. government’s partner of choice to help clients overcome mission-critical challenges; and
- Tapping into a larger addressable market enabled by deep IP (with 260-plus issued/licensed patents and significant R&D investment), industry expertise, and client intimacy.
Here are the key details regarding the contemplated transactions:
- DXC’s shareholders will receive shares of USPS via a spin-off and will own approximately 86 percent of the combined company’s common shares upon consummation of the transactions;
- Funds managed by Veritas Capital and its affiliates will own approximately 14 percent of the combined company’s common shares upon consummation of the transactions, and will receive $400 million of cash merger consideration;
- USPS will distribute $1.05 billion in cash consideration (or assumed debt) to DXC;
- DXC will use proceeds from the transaction to reduce debt, repurchase shares, and for other general corporate purposes;
- Veritas Capital’s Ramzi Musallam will join the board of the new company, with remaining board members named at a later date; and
- The contemplated transactions will be structured as a “Reverse Morris Trust” transaction, with the separation of USPS and the related mergers with Vencore and KeyPoint being tax free to DXC and its shareholders.
Vencore and KeyPoint have each received the necessary shareholder approvals to complete the transactions. The closing of the transactions will be subject to various customary closing conditions, including regulatory approvals, receipt of a tax opinion, and the effectiveness of the registration statement with respect to USPS common shares being distributed to DXC shareholders.
Vencore, KeyPoint, and Veritas Capital
Vencore is a proven provider of information solutions, cyber security, engineering and analytics for the U.S. government. With more than 40 years of experience working in the defense, civilian and intelligence communities, Vencore and its transformational applied research organization, Vencore Labs, design, develop and deliver high impact, mission-critical services and solutions to overcome its customers’ most complex problems. Vencore has 3,750 employees and is based in Chantilly, VA.
KeyPoint is a mission-critical provider of specialized investigative services to a broad range of organizations spanning the federal, defense, intelligence and civilian sectors. Leveraging proprietary algorithmic workflow systems and a nationwide footprint of highly experienced investigators and subject matter experts, KeyPoint provides critical information to support sensitive decisions. KeyPoint has a workforce of 3,500 and is based in Loveland, CO.
Veritas Capital is a leading private equity firm that invests in companies that provide critical products and services, primarily technology and technology-enabled solutions, to government and commercial customers worldwide, including those operating in the aerospace & defense, healthcare, technology, national security, communications, energy, and education industries. Veritas Capital seeks to create value by strategically transforming the companies in which it invests through organic and inorganic means.
Guggenheim Securities is acting as exclusive financial advisor to DXC. Latham & Watkins is acting as primary legal counsel to DXC. Skadden, Arps, Slate, Meagher & Flom is acting as tax counsel to DXC, and Wiley Rein and Crowell & Moring are acting as governmental counsel to DXC.
Stone Key Partners is acting as financial advisor to Veritas Capital, Vencore and KeyPoint. Schulte Roth & Zabel and Skadden, Arps, Slate, Meagher & Flom are acting as primary legal counsel to Veritas Capital, Vencore and KeyPoint. Covington & Burling is acting as governmental counsel to Veritas Capital, Vencore and KeyPoint.
Investor Call and Webcast
DXC senior management will discuss this announcement at 5:45 p.m. EDT today on a conference call. The dial-in number for domestic callers is +1-800-263-0877. Callers who reside outside of the United States or Canada should dial +1-323-794-2551. The passcode for all participants is 9993037. The presentation slides will be available on DXC’s Investor Relations website.
A replay of the conference call will be available from approximately two hours after the conclusion of the call until Oct. 18, 2017. Local replay dial-in numbers can be found at link. The replay passcode is also 9993037. A replay of this webcast also will be available on DXC’s website.
ABOUT DXC TECHNOLOGY
DXC Technology (DXC: NYSE) is the world’s leading independent, end-to-end IT services company, helping clients harness the power of innovation to thrive on change. Created by the merger of CSC and the Enterprise Services business of Hewlett Packard Enterprise, DXC Technology serves nearly 6,000 private and public sector clients across 70 countries. The company’s technology independence, global talent and extensive partner network combine to deliver powerful next-generation IT services and solutions. DXC Technology is recognized among the best corporate citizens globally. For more information, visit dxc.technology
All statements in this press release that do not directly and exclusively relate to historical facts constitute forward-looking statements, including statements regarding our intention to separate the company into two, independently publicly traded companies and expected benefits to be realized as a result of the separation. There is no assurance as to the timing of the separation or whether it will be completed. These statements represent DXC Technology’s intentions, plans, expectations and beliefs, and no assurance can be given that the results described in such statements will be achieved. These statements are subject to risks, uncertainties, and other factors, many outside of DXC’s control, that could cause actual results to differ materially from the results described in such statements. For a description of these factors, please see DXC’s most recent Quarterly Report on Form 10-Q.
Rich Adamonis, Global Media Relations
Jonathan Ford, Investor Relations
KeyPoint Government Solutions
Susan A. Ordakowski, +1-703-608-5268
Vencore Holding Corporation
Lorraine M. Corcoran, Corporate Communications
Patrick Scanlan, Sard Verbinnen
For more than 50 years, Business Wire has been the global leader in press release distribution and regulatory disclosure.
Tilaa tiedotteet sähköpostiisi
Haluatko tietää asioista jo ennen kuin ne uutisoidaan? Kun tilaat tiedotteemme tältä julkaisijalta, saat ne sähköpostiisi yhtä aikaa suomalaisen median kanssa. Tilauksen voit halutessasi perua milloin tahansa.
Lue lisää julkaisijalta Business Wire
OTEZLA® (Apremilast) Phase III Data Showed Significant Improvements in Patients with Active Behçet’s Disease with Oral Ulcers18.2.2018 00:00 | Tiedote
Celgene Corporation (NASDAQ:CELG) today announced that data from the phase III RELIEF™ clinical trial of OTEZLA® (apremilast) in patients with active Behçet’s Disease with oral ulcers were presented in a late-breaking oral presentation at the 2018 American Academy of Dermatology (AAD) Annual Meeting. The results showed statistically significant reductions in oral ulcers with apremilast 30 mg twice daily (BID) versus placebo through week 12. OTEZLA (apremilast) is Celgene’s oral selective inhibitor of phosphodiesterase 4 (PDE4). Behçet’s Disease is a rare, chronic, multi-system inflammatory syndrome. Oral ulcers, the most common manifestation of Behçet’s Disease, can be disabling and have a substantial effect on quality of life. This study primarily evaluated the effect of apremilast on recurring oral ulcers in patients with active Behçet’s Disease who were previously treated with at least one topical or systemic medication. “Reducing oral ulcers, which are painful and can negatively im
CT-P13 (biosimilar infliximab) is comparable to reference infliximab and adalimumab in highly anticipated real-world study17.2.2018 11:00 | Tiedote
Twelve-month data from the Personalised Anti-TNF therapy in Crohn’s disease Study (PANTS) was presented at the 13th Congress of the European Crohn’s and Colitis Organisation (ECCO). The results indicate that the clinical effectiveness, safety and immunogenicity of Celltrion Healthcare’s CT-P13 (biosimilar infliximab) in patients with Crohn’s disease (CD) is comparable to those treated with reference infliximab as well as those treated with adalimumab.1 The UK-wide, three-year prospective observational study investigated primary non-response (PNR), loss of response (LOR) and adverse drug reactions (ADR) to infliximab (reference infliximab and CT-P13) and adalimumab in 1610 CD patients. The data show comparable efficacy between CT-P13, reference infliximab and adalimumab in relation to PNR, LOR and ADR rates. In addition, at week 54, the remission rate was 39.7%, 39.0% and 32.7% for reference infliximab, CT-P13 and adalimumab treated patients, respectively.1 The PANTS study investigates
Avanti Communications HYLAS 4 Satellite Arrives in French Guiana16.2.2018 21:26 | Tiedote
Avanti Communications Group plc (“Avanti”), a leading provider of satellite data communications services in Europe, the Middle East and Africa (“EMEA”), announces its HYLAS 4 satellite has arrived safely in French Guiana ahead of its March 2018 launch. This press release features multimedia. View the full release here: http://www.businesswire.com/news/home/20180216005586/en/ Avanti Communications HYLAS 4 Satellite Arrives in French Guiana (Photo: Business Wire) The spacecraft, built by Orbital ATK was packed and shipped at their Satellite Manufacturing Facility in Dulles, Virginia, United States and flown to French Guiana, where it was unloaded and will be taken to the Arianespace launch facilities in Kourou. HYLAS 4 uses the latest High Throughput Satellite technology, doubling Avanti's Ka-band capacity across EMEA. The latest addition to Avanti's HYLAS fleet will provide: Backhaul services for mobile network operators Wholesale broadband for ISPs Connectivity for governments (civil a
General Cable Corporation Stockholders Approve Acquisition By Prysmian Group16.2.2018 20:05 | Tiedote
General Cable Corporation (NYSE: BGC) today announced the voting results from the Company’s special meeting of stockholders held this morning. Stockholders of General Cable approved the Company’s previously announced acquisition by Prysmian Group (BIT: PRY) for $30.00 per share in cash. A total of 38,140,754 shares, representing approximately 75.34% of the total number of shares of common stock outstanding and approximately 99% of the total votes cast, were voted in favor of the merger. Subject to regulatory approvals and other customary closing conditions, the transaction is expected to close by the third quarter of 2018. About General Cable General Cable (NYSE:BGC), with headquarters in Highland Heights, Kentucky, is a global leader in the development, design, manufacture, marketing and distribution of aluminum, copper and fiber optic wire and cable products for the energy, communications, automotive, industrial, construction and specialty segments. General Cable is one of the larges
Systemic Sclerosis World Congress:Inspirational Patient Stories Reveal the Challenging Realities of Living with Devastating Rare Disease16.2.2018 12:03 | Tiedote
Boehringer Ingelheim today unveils a new phase of 'More Than Scleroderma: The Inside Story', and launches the new patient website www.morethanscleroderma.com. This press release features multimedia. View the full release here: http://www.businesswire.com/news/home/20180216005188/en/ Anna, 36, living with scleroderma (Photo: Business Wire) The global initiative highlights the importance of understanding the ‘inside story’ of each individual living with scleroderma, also known as systemic sclerosis. To coincide with the Systemic Sclerosis World Congress in Bordeaux, 15-17 February 2018, new and truly inspiring patient stories are revealed, reflecting the real-life, diverse and very moving journeys of people living with scleroderma across the world. The campaign will also be launched in the U.S. The new website www.morethanscleroderma.com features a powerful collection of photographs and video stories of people living with scleroderma across the world, revealing the life-changing impact o
Philip Morris International Recognized as a Global Top Employer for the Second Year in a Row16.2.2018 11:00 | Tiedote
Philip Morris International Inc. (PMI) (NYSE/Euronext Paris: PM) today is recognized for the second year in a row as a Global Top Employer. This year’s certification from the Top Employer Institute is awarded to PMI teams in 44 countries, a testament to the company’s consistency and excellence in offering an enriching and dynamic work environment, and exceptional development opportunities for employees across the globe. PMI has been recognized by the Top Employer Institute for six consecutive years. This year, PMI was awarded with five regional certifications in Europe, the Middle East, Africa and, for the first time, in North America and Latin America. Additionally, Indonesia was the first PMI affiliate to be certified in Asia. “It is a proud moment for all of us at PMI,” said Charles Bendotti, PMI Senior Vice President, People and Culture. “Our success as a company relies on the men and women who come to work every day with a passion to achieve, and a willingness to learn, grow, and
Uutishuoneessa voit lukea tiedotteitamme ja muuta julkaisemaamme materiaalia. Löydät sieltä niin yhteyshenkilöidemme tiedot kuin vapaasti julkaistavissa olevia kuvia ja videoita. Uutishuoneessa voit nähdä myös sosiaalisen median sisältöjä. Kaikki STT Infossa julkaistu materiaali on vapaasti median käytettävissä.Tutustu uutishuoneeseemme