Market Overview

DXC Technology to Acquire Leading Digital Innovator Luxoft


Access to Digital Talent, Complementary Capabilities Promise to
Catalyze Growth

(NYSE:DXC) and Luxoft
Holding, Inc (NYSE:LXFT) today announced a definitive agreement for DXC
to acquire Luxoft, a global-scale digital innovator with differentiated
offerings, deep vertical industry expertise and world-class digital

This press release features multimedia. View the full release here:

Pursuant to the agreement between DXC and Luxoft, all of the issued and
outstanding Luxoft Class A and Class B ordinary shares will receive
$59.00 per share in cash, representing a total equity value of
approximately $2 billion.

Together, DXC and Luxoft will offer a differentiated customer value
proposition for end-to-end digital transformation by combining Luxoft's
digital engineering capabilities with DXC's expertise in IT
modernization and integration. The acquisition will accelerate the
digital growth and scale-out strategy outlined by DXC at its Investor
last fall, and will broaden access to key digital talent.

Luxoft provides digital strategy consulting and engineering services for
companies across North America, Europe and the Asia Pacific region.
Headquartered in Zug, Switzerland, the company achieved $911 million in
revenue over the last four reported quarters, with a strong,
double-digit compound annual growth rate (CAGR) over the last three

"Luxoft and DXC are highly complementary, and our shared vision of
digital transformation makes this strategic combination a great fit for
both organizations -- as well as enormously beneficial for our clients,"
said Mike Lawrie,
chairman, president and CEO, DXC Technology. "Luxoft has a proven track
record and expertise in producing measurable business outcomes at-scale
for global clients across key industries, including automotive and
financial services. The addition of Luxoft accelerates DXC's growth
strategy as we equip the company to meet the digital requirements of our
clients today and in the future."

A Digital Leader

Luxoft offers differentiated digital capabilities in areas such as
analytics, UX/UI, IoT and blockchain, and is a significant player in
outsourced engineering services, cloud and devops. Luxoft brings strong
vertical expertise in key industries, including automotive (digital
cockpit, autonomous drive, connected mobility), financial services
(digital consulting, regulatory & compliance, platform implementation)
and healthcare/life sciences (digital lab, customer engagement). Luxoft
also brings a strong portfolio of other industry offerings for travel,
media & communications and energy & utilities.

Together, Luxoft and DXC will have industry expertise that is both broad
and deep. The combined company will be able to offer:

  • End-to-end digital capabilities for the financial services industry,
    with a true global footprint;
  • New services in insurance, where DXC is a recognized industry leader;
  • Unmatched offerings for the automotive industry, combining Luxoft's
    knowledge and experience in car systems with DXC's capabilities in
    cloud and security for connected auto services; and
  • Industry-leading services in healthcare and life sciences, bringing
    together DXC's experience in specialized systems with Luxoft's digital

Luxoft has a highly skilled digital workforce of close to 13,000 people,
the majority of whom have a master's degree or PhD, along with a deep
industry background. The company built and operates a unique talent
acquisition and management platform that consistently delivers on-time
digital hiring, with an ability to leverage the platform across DXC to
improve hiring efficiency.

Luxoft serves marquee clients in every region, with particular depth in
European markets. In the automotive space, the combined company --
Luxoft plus DXC -- will serve more than 20 manufacturers and OEMs across
North America, Europe and the Asia Pacific region. The combined company
will serve half of the top financial institutions in the Americas and

Luxoft will maintain its brand and operate as "A DXC Technology
Company," and will continue to be led by Dmitry Loschinin,
the company's current president and CEO, who will report to Lawrie.

"Our success in recent years has been led by our talent and ability to
design, develop and deliver truly innovative digital solutions tailored
to client business needs," Loschinin said. "Aligning with DXC presents
an exciting opportunity to unlock new value for our people, clients and
partners. We will gain the scale, resources and market presence to
better serve and compete, and to more rapidly realize our vision. As
part of DXC, we will preserve Luxoft's differentiated capabilities and
culture while driving growth for the combined company."

Transaction Benefits

The acquisition of Luxoft will expand DXC's digital offerings portfolio,
broaden its presence in high-growth verticals, enhance access to
engineering talent globally and strengthen DXC's digital value
proposition overall. The focus of the transaction will be on
accelerating growth for DXC, with a focus on cross-selling digital
services, expanding into new markets and scaling digital talent.

The combined company will benefit from Luxoft's differentiated
solutions, platforms, delivery model and IP -- as well as
industry-leading partnerships that complement DXC's own. Revenue
synergies are expected to come from cross-selling Luxoft offerings
across the DXC portfolio, while bringing DXC's expertise in IT
modernization and digital integration to Luxoft clients.

About the Transaction

Closing of the transaction is anticipated by June 2019 and is subject to
customary conditions and regulatory approvals. Shareholders representing
approximately 83 percent of the total voting power of Luxoft have
delivered written consents in support of the transaction, as a result of
which the requisite Luxoft shareholder approval has been obtained.

DXC expects the combination to be value accretive, driven by
complementary capabilities and offerings, differentiated solutions for
customers in large end-to-end digital transformations, a consistent
pipeline of digital talent, and access to fast-growth verticals.
Together, DXC and Luxoft will address the full spectrum of
business-driven digital initiatives, from modernizing legacy IT systems
to delivering transformational digital solutions at scale.

Opportunities for Key Stakeholders

The combination of Luxoft with DXC will create new opportunities for
clients, employees, and partners:

  • For clients, the combined company will create a new, end-to-end
    digital transformation proposition and integrated offers for key
    industry verticals. The combined company will offer differentiated
    digital platforms that integrate the best capabilities from both
    companies. Greater access to digital talent will shorten project cycle
    times, and an expanded delivery center footprint will bring digital
    capabilities closer to clients.
  • For employees, especially designers and engineers, expanded
    end-to-end capabilities will provide access to the latest technologies
    and innovations -- with the ability to implement solutions at a global
    scale. The combined company also will offer significant opportunities
    for professionals to expand their digital skills, including access to
    the latest certification programs from technology partners.
  • And partners themselves will be able to work with an
    independent company that combines the best front-end digital
    capabilities with unmatched skills in IT modernization and integration.

Conference Call Today

DXC and Luxoft senior management will host a conference call and webcast
today at 8:30 a.m. EST. The dial-in number for domestic callers is (888)
220-8451. Callers who reside outside of the United States should dial +1
(323) 794-2588. The passcode for all participants is 2797121. The
webcast audio and any presentation slides will be available on DXC
Technology's Investor Relations website.

A replay of the conference call will be available from approximately two
hours after the conclusion of the call until January 14, 2019. Replay
numbers can be found at the following link.
The replay passcode is also 2797121.

Guggenheim Securities and BofA Merrill Lynch acted as financial advisors
and Latham & Watkins LLP acted as legal counsel to DXC, with Harney
Westwood & Riegel LP acting as British Virgin Islands counsel to
DXC. Credit Suisse acted as financial advisor and White & Case LLP acted
as legal counsel to Luxoft, with Conyers Dill & Pearman acting as
British Virgin Islands counsel to Luxoft.

About Luxoft

Luxoft (NYSE:LXFT) is a global technology services and consulting
partner that provides bespoke technology solutions to customers in 22
countries across five continents. Founded in 2000, Luxoft combines
engineering excellence with deep industry expertise to deliver and
implement technology solutions that drive business change. Through a
combination of strategy, consulting and engineering services, Luxoft's
global teams use technology to enable business transformation, enhance
customer experiences and boost operational efficiency. With over 280
active clients, Luxoft specializes in automotive, financial services,
healthcare, life sciences, telecommunications and other industries. For
more information, please visit
and follow us on Twitter and LinkedIn.

About DXC Technology

As the world's leading independent, end-to-end IT services company, DXC
Technology (NYSE:DXC) leads digital transformations for clients by
modernizing and integrating their mainstream IT, and by deploying
digital solutions at scale to produce better business outcomes. The
company's technology independence, global talent, and extensive partner
network enable 6,000 private and public-sector clients in 70 countries
to thrive on change. DXC is a recognized leader in corporate
responsibility. For more information, visit
and explore THRIVE,
DXC's digital destination for changemakers and innovators.

Cautionary Note Regarding Forward-looking Statements

All statements in this press release that do not directly and
exclusively relate to historical facts constitute "forward-looking
statements." These statements represent DXC's and/or Luxoft's
intentions, plans, expectations and beliefs, and are subject to risks,
uncertainties and other factors, many of which are outside DXC's and/or
Luxoft's control, and no assurance can be given that the results
described in such statements will be achieved. Many factors could cause
actual results to differ materially from such forward-looking statements
with respect to the transaction announced above including risks relating
to the completion of the transaction on anticipated timing, including
obtaining regulatory approvals, anticipated tax treatment, unforeseen
liabilities, future capital expenditures, inability to achieve expected
synergies, loss of revenues, delay or business disruption caused by
difficulties in integrating the businesses of DXC and Luxoft. For a
written description of risk factors that could cause actual result in
DXC's and/or Luxoft's business to differ materially from forward looking
statements regarding those matters, see the section titled "Risk
Factors" in DXC's most recent Annual Report on Form 10-K, DXC's
Quarterly Reports on Form 10-Q for the quarterly periods ended June 30,
2018 and September 30, 2018, Luxoft's most recent Annual Report on Form
20-F and any updating information in subsequent SEC filings, as well as
the Information Statement to be furnished by Luxoft on Form 6-K, once
available. Each of DXC and Luxoft disclaims any intention or obligation
to update these forward-looking statements whether as a result of
subsequent event or otherwise, except as required by law.

Additional Information

This communication is being made in respect of the proposed acquisition
of Luxoft by DXC. Because the proposed transaction has already been
approved by the requisite majority of Luxoft's shareholders, Luxoft will
not be soliciting proxies or holding a shareholder meeting in connection
with the proposed transaction. Luxoft will prepare an Information
Statement for its holders of ordinary shares describing the proposed
transaction. When completed, the Information Statement will be mailed to
holders of Luxoft's ordinary shares and furnished to the SEC by Luxoft
SHAREHOLDERS. Holders of Luxoft's ordinary shares may obtain a free copy
of the Information Statement to be furnished to the SEC by Luxoft and
other documents filed with or furnished to the SEC by Luxoft at the
SEC's web site at
Free copies of Luxoft's most recent Annual Report on Form 20-F, the
Information Statement on Form 6-K, once available, and each other
document Luxoft files with or furnishes to the SEC may also be obtained
from Luxoft's Investor Relations website.

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