HP Announces European Commission Approval of EDS Acquisition; Agrees to Settle Litigation Relating to Acquisition
HP today announced that the European Commission has approved without conditions HP’s planned acquisition of Electronic Data Systems Corporation.
HP and EDS announced on May 13, 2008, that they had signed a definitive agreement under which HP will purchase EDS at a price of $25.00 per share, or an enterprise value of approximately $13.9 billion.
As announced on June 30, 2008, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 relating to the acquisition expired without a request for additional information by the U.S. Department of Justice or the Federal Trade Commission.
The transaction still requires EDS stockholder approval and regulatory clearance from other non-U.S. jurisdictions. EDS stockholders are scheduled to vote on the transaction on July 31, 2008. The transaction also is subject to the satisfaction or waiver of the other closing conditions specified in the definitive agreement.
HP also announced today that HP, EDS and the plaintiffs in the five stockholder lawsuits that were commenced following the execution of the definitive agreement have agreed to settle and dismiss all pending lawsuits concerning the proposed merger, subject to court approval. As part of that settlement, HP and EDS have confirmed that the closing of the merger will not occur prior to Aug. 18, 2008. Accordingly, the EDS third quarter 2008 dividend of $0.05 per share will be paid on Sept. 10, 2008 to the EDS stockholders of record as of the close of business on Aug. 15, 2008.
In connection with the settlement, HP and EDS have entered into an amendment of the definitive agreement to incorporate the terms of the settlement and other terms agreed to by the parties.
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