http://www.bloomberg.com/apps/news?pid=20601087&sid=aZ3hN2yWpv0s

Sept. 28 (Bloomberg) -- Xerox Corp. agreed to buy Affiliated Computer
Services Inc. for $6.4 billion in its biggest purchase, shifting to
computer services as sales of its printing equipment drop.

The acquisition will help triple sales from services to about $10
billion, Xerox said today in a statement. The total price of the
cash-and-stock deal is about 34 percent more than Dallas-based
Affiliated Computer's closing price Sept. 25.

Chief Executive Officer Ursula Burns, who took over in July, is
increasing Xerox's debt and more than doubling the number of workers at
the world's largest maker of high-speed color printers to about 128,000.
Her predecessor, Anne Mulcahy, helped Xerox avoid bankruptcy this decade
by paring debt, exiting unprofitable businesses and shedding jobs.

"It's going to take a Herculean effort to integrate these two
companies," said Peter Falvey, a managing director at Revolution
Partners LLC in Boston. "There is significant execution and integration
risk. It's a very bold bet."

Affiliated Computer jumped $6.80, or 14 percent, to $54.05 on the New
York Stock Exchange at 11:04 a.m. Xerox, based in Norwalk, Connecticut,
fell $1.44, or 16 percent, to $7.54, the biggest intraday drop since
March. The stock had climbed 13 percent this year before today.

Government Contracts

The transaction helps Burns expand into a market Xerox values at about
$150 billion and gives her a foothold in managing administrative
operations for multiple arms of the U.S. government.

"With this combination, our tool box just got a lot bigger," Affiliated
Computer CEO Lynn Blodgett said in an interview. Blodgett will run the
business as a unit of Xerox and report to Burns, 51.

Almost 90 percent of Affiliated Computer's new business contracts last
year came from outsourcing, or managing operations for other companies.
Total sales rose 5.9 percent to $6.5 billion in the year ending June 30.

Xerox has posted sales declines for three straight quarters, with
analysts projecting a fourth, according to the average of estimates
compiled by Bloomberg. Global spending on technology products will fall
8 percent this year, Goldman Sachs Group Inc. said this month.

Xerox has about 54,000 employees, while Affiliated Computer has 74,000
workers. Xerox said annual cost savings from the deal will increase to
as much as $400 million in three years.

Payment Terms

Xerox will pay $18.60 a share in cash and 4.935 Xerox shares for every
Affiliated Computer share, amounting to about $63.11, based on closing
prices as of Sept. 25. Xerox also will assume about $2 billion in
Affiliated Computer's debt. Xerox had $1.22 billion in cash and cash
equivalents at the end of last quarter, and about $6.7 billion in
long-term debt.

Mulcahy, who took over in 2001, had brought down the company's debt from
more than $18 billion the year before she took over. She cut at least
20,000 jobs to revive Xerox after the bursting of the technology bubble
left Xerox with mounting borrowings and its first annual loss in five
years.

Under Mulcahy, Xerox stopped making personal copiers and started
focusing on laser printers, as well as color printing. Earlier this
month, Xerox said it would begin selling digital printers for packaging
and labels, aiming to tap a new market.

Services Acquisitions

The recession may have hastened Xerox's decision to expand in services
as companies curbed spending in its equipment, said Falvey, whose
investment bank worked with Xerox on a prior deal.

This month, Dell Inc. agreed to buy Perot Systems Corp. for $3.9 billion
to expand into computer services. Last year, Hewlett-Packard Co. bought
Electronic Data Systems Corp. for $13.2 billion in a similar deal.

"There's just no question that some of these big guys are looking to
become more horizontal," said Falvey. Computer Sciences Corp. and some
Indian outsourcing companies may become targets, he said.

Computer Sciences, the manager of networks for NASA and the U.S. Navy,
rose $2.53, or 5 percent, to $53.32 on the New York Stock Exchange.
Cognizant Technology Solutions Corp., another provider of consulting and
computer services, gained 74 cents, or 2 percent, to 38.55 on the Nasdaq
Stock Market.

JPMorgan Chase & Co., Blackstone Group LP and Simpson Thacher & Bartlett
LLP are advising Xerox on the transaction, and Citigroup Inc. and
Cravath, Swaine & Moore LLP are working with Affiliated Computer.
Evercore Partners Inc. and Ropes & Gray LLP are counseling a special
committee of Affiliated Computer's board.
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