Conduent Incorporated (Nasdaq: CNDT) (the “Company” or
“Conduent”), a global technology-led business solutions and
services company, today announced that it entered into and
consummated a share purchase agreement (the “Purchase Agreement”)
to repurchase all of the shares of the Company’s common stock
beneficially owned by Carl C. Icahn through certain of his
affiliates (the “Icahn Parties”) at a purchase price of $3.47 per
share, the closing price of the Company’s common shares on June 7,
2024, the last full trading day prior to the execution of the
Purchase Agreement. The aggregate purchase price for the repurchase
is approximately $132 million, which was funded from Conduent’s
cash on hand and existing credit facility.
Following the purchase, the Icahn Parties no longer hold any
Conduent common shares. In connection with the transaction, Hunter
Gary, Jesse Lynn and Steven Miller, who are employed by the Icahn
Parties, have resigned from the Company’s board of directors (the
“Board”).
“Our decision to repurchase shares reflects the confidence we
have in our business, our strategy and our long-term growth
prospects,” said Cliff Skelton, Conduent President and Chief
Executive Officer. “Following this transaction, we will continue to
focus our capital allocation in the near-term on additional pay
down of debt to further reduce our debt leverage ratios. I would
also like to thank Carl for his support and his team for their
contributions to our Company over the years.”
Carl Icahn said, “We believe we have left the Company in good
hands with Cliff and the rest of the Conduent management team. We
wish them the best.”
The transaction was unanimously recommended to Conduent’s Board
by a Special Transaction Committee of the Board, comprised solely
of independent directors. The Special Transaction Committee was
advised by independent legal and financial advisors. The entire
Board, except for members employed by Icahn Parties, who recused
themselves from the vote, voted in favor of the transaction.
Jefferies LLC acted as financial advisor to the Special
Transaction Committee and Willkie Farr & Gallaher LLP served as
independent legal counsel to the Special Transaction Committee.
Holland & Knight LLP served as legal counsel to Conduent.
About Conduent Conduent delivers digital business
solutions and services spanning the commercial, government and
transportation spectrum – creating valuable outcomes for its
clients and the millions of people who count on them. The Company
leverages cloud computing, artificial intelligence, machine
learning, automation and advanced analytics to deliver
mission-critical solutions. Through a dedicated global team of
approximately 59,000 associates, process expertise and advanced
technologies, Conduent’s solutions and services digitally transform
its clients’ operations to enhance customer experiences, improve
performance, increase efficiencies and reduce costs. Conduent adds
momentum to its clients’ missions in many ways including disbursing
approximately $100 billion in government payments annually,
enabling 2.3 billion customer service interactions annually,
empowering millions of employees through HR services every year and
processing nearly 13 million tolling transactions every day. Learn
more at www.conduent.com.
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Trademarks Conduent is a trademark of Conduent
Incorporated in the United States and/or other countries. Other
names may be trademarks of their respective owners.
Forward-Looking Statements This press release may contain
“forward-looking statements” as defined in the Private Securities
Litigation Reform Act of 1995. The words “anticipate,” “believe,”
“estimate,” “expect,” "plan," “intend,” “will,” “aim,” “should,”
“could,” “forecast,” “target,” “may,” "continue to," “endeavor,”
"if,” “growing,” “projected,” “potential,” “likely,” "see,"
"ahead," "further," "going forward," "on the horizon," “enable,”
“strategy,” and similar expressions (including the negative and
plural forms of such words and phrases), as they relate to us, are
intended to identify forward-looking statements, but the absence of
these words does not mean that a statement is not forward-looking.
All statements other than statements of historical fact included in
this press release are forward-looking statements, including, but
not limited to, statements regarding the share repurchase
transaction and our plan to continue to allocate capital to reduce
our debt levels. These statements reflect our current views with
respect to future events and are subject to certain risks,
uncertainties and assumptions, many of which are outside of our
control, that could cause actual results to differ materially from
those expected or implied by such forward-looking statements
contained in this press release, any exhibits to this press release
and other public statements we make. Important factors and
uncertainties that could cause actual results to differ materially
from those in our forward-looking statements include, but are not
limited to Conduent’s ability to realize the benefits anticipated
from the share repurchase transaction and other factors that are
set forth in the “Risk Factors” and other sections of our Annual
Report on Form 10-K, as well as in our Quarterly Reports on Form
10-Q and Current Reports on Form 8-K filed with or furnished to the
Securities and Exchange Commission. Any forward-looking statements
made by us in this press release speak only as of the date on which
they are made. We are under no obligation to, and expressly
disclaim any obligation to, update or alter our forward-looking
statements, whether because of new information, subsequent events
or otherwise, except as required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20240610839606/en/
Media: Sean Collins, Conduent, +1-310-497-9205,
Sean.Collins2@conduent.com
Investor Relations: Giles Goodburn, Conduent,
+1-203-216-3546, ir@conduent.com
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