Exhibit 99.1
COMPUTERSHARE TO ACQUIRE EQUISERVE FROM DST SYSTEMS
KANSAS CITY, MO (October 20, 2004) - Computershare Ltd. (ASX: CPU) and DST
Systems, Inc. (NYSE: DST) announced today that they have signed a definitive
agreement for Computershare to acquire, in a taxable transaction, DST's wholly
owned subsidiary, EquiServe, Inc.
Upon closing, DST will receive US $216 million of cash plus 29.6 million shares
of CPU common stock. The CPU common stock to be received represents slightly
less than 5% of CPU's total issued capital, post-transaction, and had an
approximate market value of US $91 million on October 19, 2004.
DST will continue to provide EquiServe various services, including data
processing, AWD products and services, Output Solutions services and E-Proxy
services. The transaction, which has been approved by the Boards of both
companies, is expected to close in the first quarter of 2005, subject to
regulatory approvals.
EquiServe is one of the largest corporate shareholder service providers in the
U.S., offering a full range of share registry and employee plan administration
services and provides these services to over half the thirty companies in the
Dow Jones Industrial Average. In total, EquiServe has approximately 1,300
clients and provides services to approximately 19 million shareholders.
EquiServe's Employee Plan Administration business supports in excess of 1
million active employees. EquiServe has 1,700 associates. The primary processing
center is in Boston, Massachusetts, with additional major facilities in Jersey
City and Edison, New Jersey and Chicago, Illinois. The following table reflects
EquiServe revenues (in millions) recorded by DST:
NINE MONTHS
ENDED YEAR ENDED
SEPTEMBER 30 DECEMBER 31,
2004 2003 2002
------------ ------ ------
Operating revenues $174.9 $229.3 $264.3
Out-of-pocket reimbursements 55.3 70.7 89.5
Total revenues $230.2 $300.0 $353.8
DST expects to record a one-time after-tax gain of $30-50 million associated
with the transaction. DST estimates that it will receive approximately $165
million of after-tax cash proceeds associated with the transaction that may be
used to reduce debt or repurchase shares of DST common stock. DST believes that
the transaction will be slightly dilutive to diluted earnings per share.
Chris Morris, CEO and President of Computershare Ltd. said, "This is the most
momentous acquisition in the company history, both in size and strategic
importance. Growing our business in the US has always been a critical part of
our global strategy and this deal positions us as a leader in the US in both
share registry and employee plans. Through this deal, we expect to achieve
significant synergies that will benefit our customers and shareholders. With
EquiServe's prodigious customer list, the opportunity to offer our full suite of
services will be greatly enhanced".
Tom McDonnell, President and CEO of DST Systems, Inc. said, "Our decision to
sell EquiServe to Computershare anticipated the future needs of our clients,
whose requests have expanded for ancillary and integrated services for employee
plans, employee and shareowner communications and proxy services. Computershare
is also uniquely positioned to support the global requirements of EquiServe's
clients. Computershare's global business model and the value it will bring to
EquiServe's client base provides DST the value created by taking almost 30
million shares of Computershare as part of the consideration".
COMPUTERSHARE LTD.
Computershare is the world's leading financial services and technology provider
to the global securities industry in its provision of services and solutions to
listed companies, investors, employees, exchanges and other financial
institutions.
With a unique range of integrated services, Computershare provides specialized
records management for company share registers and employee share and stock
option plans, document design and communication, strategic investor relations
and market intelligence, and a variety of sophisticated trading technologies for
financial markets.
Computershare is the largest and only provider of global shareholder and
employee management services - administering more than 70 million shareholder
accounts for over 13,000 corporations across twelve countries on five
continents. Founded in Australia in 1978, Computershare today employs almost
8,000 people worldwide. For more information, visit http://www.computershare.com
DST SYSTEMS, INC.
DST Systems, Inc. provides sophisticated information processing and computer
software services and products that help clients improve productivity, increase
efficiencies, and provide higher levels of customer service. DST is organized
domestically and internationally into three operating segments: Financial
Services, Customer Management, and Output Solutions. DST operates one of the
most advanced data centers in the world, which provides information-processing
services to support the products within each operating segment. These products
are further enhanced through the integration of DST's advanced technology and
e-commerce solutions.
*****
The information and comments above may include forward-looking statements
respecting DST and its businesses. Such information and comments are based on
DST's views as of today, and actual actions or results could differ. There could
be a number of factors affecting future actions or results, including those set
forth in DST's latest Form 10-Q or 10-K periodic financial report filed with the
Securities and Exchange Commission. All such factors should be considered in
evaluating any forward-looking comment. The Company will not update any
forward-looking statements in this press release to reflect future events.