Computer Sciences Corp. defenses against takeover to be probed

Article Abstract:

Computer Associates International (CA) received a legal break in its efforts to acquire Computer Sciences when US District Judge Lloyd George set a Mar 16, 1998, hearing on the validity of Computer Sciences' antitakeover defenses. George's ruling, which took place in Nevada, represents a small but significant legal hurdle. The hearing will examine a CA lawsuit that alleges Computer Sciences bylaws 'improperly impede' CA from advancing its $9.18 billion hostile-takeover bid. The CA tender offer follows Computer Sciences' rejection of its $108-a-share bid and amendment of several of its bylaws to strengthen its antitakeover defenses. CA General Counsel Steve Logan hailed the ruling, but said it is uncertain whether CA will extend its tender offer beyond the Mar 16, 1998, expiration date. Computer Sciences, which downplayed the ruling, said it also is offering a $14 million bonus to investment bankers if they can successfully halt CA's bid.

Company legal issue, Cases

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Computer services company vows fight on hostile offer; some analysts urge suitor to end its bid

Article Abstract:

Computer Sciences said it would challenge software vendor Computer Associates International's hostile takeover bid of $9.8 billion, or $108 a share. Computer Sciences, which offers consulting and custom programming, as well as computer operation for businesses and governments, described Computer Associates' share offer as far too low. El Segundo, CA-based Computer Sciences also said a merger would create difficulties for its customers, employees and business prospects. Computer Associates, which seeks more consultants to sell its software, is moving to let Computer Sciences' shareholders to outline their views on its offer. Such a move would probably consist of voting on whether to remove the current board, which Computer Sciences will attempt to delay. Computer Associates could strengthen its position quickly by raising its offer, according to analysts and investment bankers.

Computer services industry

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CA weighs smaller acquisitions after failed bid

Article Abstract:

Computer Associates International (CA) Chmn Charles Wang says he will seek smaller acquisition targets following his decision to withdraw a $9.18 billion hostile bid for Computer Sciences. Numerous problems surrounded the computer industry's biggest hostile takeover move initiated in Feb 1998. Wang seems to have underestimated aggressive Computer Sciences Chmn Van B. Honeycutt, whose textbook defense put CA on the defensive. Among the Computer Sciences tactics were legal maneuvering, questions about CA's culture and raising the possibility of almost 25% of its customers walking out on the new CA ownership. Another Honeycutt move consisted of linking Wang with foreign governments, including Wang's native China, to raise doubts about CA's ability to oversee Computer Sciences' extensive Defense Department business.

Planning, Company business planning

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