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NelsonHall Report

Mergers and Acquisitions

by Dominique Raviart

published on Dec 09, 2015

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Report Overview:

Report Outline:

CSC has increased its offer to acquire 100% of Xchanging to £1.9 per share. This represents £480m or about $720m.

The board of Xchanging has accepted the offer. The acquisition will be completed within six months.

The main rationale for the planned acquisition is Xchanging’s insurance software product business (Xuber) and IT services, BPS to London stock exchange participants, and its relationships with the largest insurers, managing agents and brokers.

CSC expects revenue synergies from the Xuber business and cost synergies in the range of £50m to £60m within 12 to 18 months (in IT infrastructure and support functions procurement, job redundancies, driving work offshore, real estate in the U.K. and in India, as well as from delisting Xchanging). To achieve those synergies, CSC will incur a one-time cost of £30m to £35m.

CSC will integrate Xchanging in its insurance sector vertical.

The offer will only be valid if CSC receives 75% of shares. Several shareholders (Odey, Artemis, Fidelity and T. Rowe Price; Farringdon; Threadneedle) have committted (or sent a letter of intent) to sell their shares, representing 47.01% of shares. The commitment of those shareholders is a counteroffer presenting a premium over 10% to 12% over CSC's own offering, is made by a third party.

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