The Xerox takeover of Affiliated Computer Services (ACS) will see the latter's founder Darwin Deason - who holds ACS shares worth $800 million (£482 million) - receive a $70 million payoff.
The $6.4 billion buyout, which involves $3.5 billion of ACS debt, is detailed in paperwork filed last week with the US Securities and Exchange Commission.
It reveals how Xerox offered far more for ACS than it would have after learning that private-equity giant Blackstone Management Partners was also expressing interest.
The date for Xerox and ACS shareholders to vote on the proposed deal has not yet been set.
Under its terms, Xerox, which employs 7,000 in New York's Rochester area, would pay $18.60 in cash and five of its own shares for each ACS share.
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