DXC
Technology (NYSE: DXC) today announced the completion of its
acquisition of Luxoft
Holding, Inc, the global digital strategy and software engineering firm.
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DXC had announced
a definitive agreement to acquire Luxoft on Jan. 7, 2019, and received
final regulatory approval on June
11, 2019.
The acquisition builds on DXC’s unique value proposition as an
end-to-end, mainstream IT and digital services market leader, and
strengthens the company’s 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.
“With Luxoft, DXC will cover the full spectrum of business-driven
digital initiatives, from modernizing client legacy IT systems to
delivering transformational digital solutions at scale,” said Mike Lawrie,
DXC’s chairman, president and CEO. “Luxoft’s proven success for global
clients creates new value and benefits for all DXC stakeholders. I want
to welcome the Luxoft team to the DXC family.”
As announced previously, Luxoft will continue to be led by Dmitry Loschinin,
who will report to Lawrie. Luxoft has a 13,000-person workforce that
provides digital strategy consulting and software engineering services
for companies across North America, Europe and the Asia Pacific region.
It will maintain its brand and operate as “A DXC Technology Company.”
Luxoft brings deep expertise in key verticals, including Automotive and
Financial Services, and clients in these areas are expected to benefit
immediately.
“Joining a leading global innovator in DXC is exciting for our people,
clients and partners,” Loschinin said. “Going forward, it’s the best of
both worlds: DXC provides the scale, resources and market presence,
while Luxoft brings differentiated capabilities and new digital talent.
We expect our shared vision to create new market opportunities, deliver
game-changing innovations and drive DXC’s growth.”
About the Transaction
Luxoft, whose stock had traded on the New York Stock Exchange under the
symbol “LXFT,” is now wholly owned by DXC Technology.
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 acted 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.
About Luxoft
Luxoft, a DXC
Technology Company, (NYSE: DXC), is a digital strategy and software
engineering firm providing bespoke technology solutions that drive
business change for customers the world over. Luxoft uses 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, specializing in automotive, financial services,
travel and hospitality, healthcare, life sciences, media and
telecommunications. For more information, please visit www.luxoft.com.
Cautionary Note Regarding Forward-looking Statements
All statements in this communication 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 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 Annual Report on
Form 10-K for the fiscal year ended March 31, 2019, 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.
Additional Information
This communication is being made in respect of the acquisition of Luxoft
by DXC. The transaction has already been approved by the requisite
majority of Luxoft’s shareholders. 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 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.
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