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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
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.
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 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 http://www.dxc.technology/investorrelations.
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.
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.