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KANSAS CITY, MO (April 8, 2005) - DST Systems, Inc. (NYSE:DST)
announced today that a DST subsidiary has entered into a definitive agreement
with Computer Sciences Corporation (NYSE:CSC) under which the subsidiary
will acquire CSC’s Health Plans Solutions (“HPS”) business
for 7.129 million shares of CSC common stock held by the DST subsidiary.
HPS is an enterprise software developer, software application services
provider, and business process outsourcer for the U.S. commercial healthcare
industry.
HPS has been serving the healthcare industry since the 1960’s. HPS has
270 clients and its proprietary systems are used to provide claims administration
services for approximately 24 million covered lives. HPS has approximately
700 employees located in three principal locations: Birmingham, Alabama; Southfield,
Michigan; and Cohoes, New York. HPS had revenues of $110 million for the year
ended April 2, 2004, and $82 million for the nine months ended December 31,
2004.
DST and CSC have agreed that the exchange value of the CSC shares at closing
will be $45.53 per share. On that basis, HPS will also hold $224.6 million
of cash at the time of the exchange.
The transaction has been structured in accordance with Section 355 of the Internal
Revenue Code. Accordingly, DST does not expect to recognize a taxable gain
as a result of the exchange.
DST believes that the HPS business will expand its presence in the healthcare
processing services industry, which currently uses DST’s AWD and Output
Solutions products. DST expects to record net income of approximately $50 million
from the exchange of the CSC shares. DST believes that the operations of HPS
will be neutral to DST’s diluted earnings per share in 2005 and accretive
in 2006. The actual impact on earnings per share will be dependent, among other
factors, upon the finalization of the business combination accounting entries,
which includes the allocation of approximately $85 million of value in excess
of the net assets of the HPS business being received.
The closing of the transaction is subject to a number of closing conditions,
including Hart-Scott- Rodino clearance and the receipt of tax opinions. Subject
to the satisfaction of those conditions, the transaction is expected to close
in April 2005.
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The information and comments above may include forward-looking statements respecting DST and
its businesses. Such information and comments are based on DST's views as of today, and actual
actions or results could differ. There could be a number of factors affecting future actions or
results, including those set forth in DST's latest periodic financial report (Form 10-K or 10-Q) filed
with the Securities and Exchange Commission. All such factors should be considered in evaluating
any forward-looking comment. The Company will not update any forward-looking statements in
this press release to reflect future events.
To learn more about DST Press Releases
, contact
us at ctgoldman@dstsystems.com
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