A diversified business process outsourcing firm, ACS is a $6.5billion company with revenue growth of six percent and new businesssignings of $1 billion in annual recurring revenue during itsfiscal 2009.

"By combining Xerox's strengths in document technology withACS's expertise in managing and automating work processes, we'recreating a new class of solution provider," says Ursula M. Burns,Xerox CEO. "Acquiring ACS helps us expand our business and benefitfrom stronger revenue and earnings growth. Xerox becomes a $22billion global company, of which $17 billion is recurring revenue,a significant boost to our profitable annuity stream. The revenuewe generate from services will triple from $3.5 billion in 2008 toan estimated $10 billion next year."

Under the terms of the agreement, ACS shareholders will receivea total of $18.60 per share in cash plus 4.935 Xerox shares foreach ACS share they own. In addition, Xerox will assume ACS's debtof $2 billion and issue $300 million of convertible preferred stockto ACS's Class B shareholder.