Xerox Corp said Monday it will buy Affiliated Computer Services Inc for about US$6.4 billion in cash and stock, joining the expensive race among technology companies to broaden their offerings.

Xerox said the deal will create a US$22-billion business that combines Xerox's copiers, printers and document management services with the "business process outsourcing" of Dallas-based ACS. Outsourcers like ACS take on tasks for other companies, such as helping to manage payroll or run health-care plans.

It also gives the company ownership of Jamaica's E-Services Group acquired by ACS earlier this year from Patrick Casserly and partners for US$85 million.

Xerox's offer amounted to a 33 per cent premium over ACS's closing stock price on Friday, although the value fell as Xerox shares lost $1.45, or 16 per cent, to $7.53 in afternoon trading, while ACS shares jumped $6.54, or 14 per cent, to US$53.79.

With the drop in Xerox's share price, the deal was worth roughly US$5.7 billion.

The move takes Xerox deeper into the back-office operations of its customers with the kind of acquisition that is popping up more and more as technology companies add a greater variety of equipment and services under a single tent.

ACS, a US$6.5-billion company with about 74,000 employees and profit of US$350 million in its last fiscal year, offers a range of services, such as helping companies manage health-care plans and accounting. It has customers in government, transportation, health care and retail.

Boost profits

By buying ACS, Xerox sees a way to boost profits and expand the roles it can play in assisting clients with running their businesses. "This is not just two companies coming together to get costs down," Xerox CEO Ursula Burns said in an interview, adding, ACS's chief executive, Lynn Blodgett, offered automated toll collection as an example. For E-Z Pass, the electronic toll system, ACS gathers images of cars passing through tollbooths and has employees record licence plate numbers manually for processing payments. Xerox has image-recognition technology that could automate that process and might take it a step further, checking whether a car's registration is up to date.

The deal marks Burns' first big move since she took over Xerox on July 1. Although still profitable, Xerox has been hurt by the slowdown in business spending during the recession. Apart from selling printers and copiers, Xerox leases equipment and charges for supplies and helps companies manage their documents. Xerox said buying ACS will triple its services revenue to an estimated US$10 billion next year.

In a conference call with analysts, Xerox Chief Financial Officer Larry Zimmerman said only about 20 per cent of ACS and Xerox customers overlap, meaning the companies will have an opportunity to sell those clients more products. In particular, Xerox hopes to expand the overseas reach of ACS, which does more than 90 per cent of its business in the United States.

Recent acquisitions

ACS stockholders will receive US$18.60 per share in cash, plus 4.935 Xerox shares for each ACS share they own.

Xerox, based in Norwalk, Connecticut, will also take on US$2 billion of ACS's debt and issue US$300 million of convertible preferred stock to ACS's Class B shareholders.

The acquisition is expected to add to adjusted earnings results in the first year. Xerox expects to save US$300 million to US$400 million in the first three years after the deal closes, which is targeted for the first quarter of 2010.

The companies said ACS will function independently and be headed by Blodgett, who will report to Burns.

This deal is similar to recent acquisitions.

Last week, Dell Inc said it would buy Perot Systems Corp for US$3.9 billion, kick-starting an information-technology services business for the company. That comes a year after rival Hewlett-Packard Co expanded its own services business with the US$13.9-billion buyout of Electronic Data Systems Corp.

Part of the logic behind such deals is to acquire companies that have tighter relationships with their customers because they provide more critical services, said Craig Le Clair, an analyst with Forrester Research. Businesses have more at stake outsourcing their payroll or accounting systems than buying copiers or personal computers. And companies that provide those services end up with steady revenue streams from multiyear contracts.

"Great move by Xerox," Le Clair said. "It's a very storied company, but one aspect of that story is they haven't moved into new markets quickly enough. And this is exactly the kind of thinking and bold move that will move them into the next phase of growth."

Investors who knocked down Xerox's stock Monday were taking a different view.

BMO Capital Markets analyst Keith Bachman praised Xerox for trying to diversify but was not sure how likely it will be that Xerox or ACS can sell more products and services to each other's customers. "We see less than optimal initial strategic overlap," he said in a note to investors.

- AP