DXC Technology Sets Record and Distribution Dates for U.S. Public Sector Spin-Off and Closing
Date for Merger with Vencore and KeyPoint to Form Perspecta
[Note: 1 share Perspecta common for every 2 shares DXC. Messy because a copy/paste from a brokerage alert page.]
TYSONS, Va.
, May 7, 2018 –
DXC Technology
(NYSE: DXC) today announced that its Board of
Directors has set a record date of May 25, 2018 for the previously announced spin-off of its U.S. public
sector business into a new, publicly traded company named Perspecta Inc.
Subject to satisfaction of applicable conditions, the distribution of shares of common stock of Perspecta
is expected to occur on May 31, 2018, after the close of trading on the New York Stock Exchange
(NYSE). In the distribution, DXC stockholders will receive one share of Perspecta common stock for
every two shares of DXC common stock held on May 25, 2018, the record date for the distribution.
Following its separation from DXC, Perspecta is expected to complete its previously announced
combination with Vencore and KeyPoint Government Solutions on May 31, 2018 immediately following
the spin-off, subject to satisfaction of the conditions to the merger.
NYSE Trading Details
Perspecta will be listed on the NYSE under the symbol “PRSP.”
Beginning on or about May 24, 2018 and continuing up to and through the distribution date, it is
expected that there will be two markets in DXC common stock. Shares that trade in the “regular-way”
market will be entitled to receive the shares of Perspecta common stock while shares that trade in the
“ex-distribution” market will trade without the entitlements to shares of Perspecta common stock.
Shares of DXC in the “ex-distribution” market will trade under the ticker symbol “DXC WI.”
DXC anticipates that “when-issued” trading in Perspecta shares will also begin on or about May 24,
2018, and will continue up to and through the distribution date. Shares of Perspecta in the “when-
issued” market will trade under the symbol “PRSP WI.” Subject to satisfaction of relevant conditions,
“regular-way” trading in Perspecta’s common stock is expected to begin on June 1, 2018, the first
trading day following completion of the separation.
DXC stockholders who hold common stock on the record date and decide to sell any of their common
stock before May 31, 2018 should consult with their stockbroker, bank or other nominee to understand
whether the shares of DXC common stock will be sold with or without the entitlements to Perspecta
common stock.
Perspecta Investor Day
Perspecta will host its 2018 Investor Day on Monday, May 14, 2018 in New York City, with
presentations beginning at approximately 9:30 a.m. Eastern Daylight Time (EDT).
A webcast of the Investor Day and any presentation slides will be available on DXC’s Investor Relations
website. The webcast will begin on Monday, May 14, 2018 at 9:30 a.m. EDT at
dxc.technology
.
Other Information
No action or payment is required by DXC stockholders to receive the shares of Perspecta common
stock. An Information Statement containing details regarding the distribution of the Perspecta common
stock, including the method for settling fractional shares, and Perspecta’s business and management
following the separation and the merger with Vencore and KeyPoint Government Solutions will be
mailed to DXC stockholders prior to the distribution date. The Information Statement is also attached to
Perspecta’s Registration Statement on Form 10 as filed with the Securities and Exchange Commission
on April 30, 2018 (the Form 10).
The distribution of Perspecta shares and the merger with Vencore and KeyPoint Government Solutions
remain subject to certain conditions described in the Information Statement filed with Perspecta’s Form
10.
About DXC Technology
DXC Technology (DXC: NYSE) is the world's leading independent, end-to-end IT services company,
serving nearly 6,000 private and public-sector clients from a diverse array of industries across 70
countries. The company's technology independence, global talent and extensive partner network
deliver transformative digital offerings and solutions that help clients harness the power of innovation to
thrive on change. DXC Technology is recognized among the best corporate citizens globally. For more
information, visit dxc.technology.
Cautionary note regarding Forward-Looking Statements
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 written description of these factors, see the section titled “Risk Factors” in DXC's Quarterly
Reports on Form 10-Q for the quarters ended June 30, 2017, September 30, 2017 and December 31,
2017 and any updating information in subsequent SEC filings.
No assurance can be given that any goal or plan set forth in any forward-looking statement can or will
be achieved, and readers are cautioned not to place undue reliance on such statements which speak
only as of the date they are made. We do not undertake any obligation to update or release any
revisions to any forward-looking statement or to report any events or circumstances after the date of
this press release or to reflect the occurrence of unanticipated events except as required by law.
For DXC Technology inquiries, contact:
x
Richard Adamonis, Corporate Media Relations, +1-862-228-3481,
radamonis@dxc.com
x
Jonathan Ford, Investor Relations, +1-703-245-9700,
jonathan.ford@dxc.com
For Perspecta inquiries, contact:
x
Stuart Davis, Investor Relations,
stuart.davis@vencore.com |
