(RTTNews) - Xerox Corp. (XRX: News ) Tuesday said that the Hart-Scott-Rodino review period for its acquisition of Affiliated Computer Services, Inc. (ACS: News ) has expired. Xerox announced on September 28, 2009, that it had entered into an Agreement and Plan of Merger to acquire ACS in a cash and stock transaction. The expiration of the HSR waiting period satisfies one of the conditions to the closing of the acquisition.

Xerox is a company engaged in the development of document equipment, software, solutions, and services worldwide. It was reported earlier that Law office of Brodsky & Smith, LLC announced that it was investigating potential claims of breach of fiduciary duty against the Board of Directors of Affiliated Computer Services, Inc. related to the announced plan of merger of ACS with Xerox and Boulder Acquisition Corp., a wholly owned subsidiary of Xerox.

Under the terms of the proposed merger agreement, ACS shareholders will receive $18.60 in cash and 4.935 shares of Xerox for every share of ACS they own. Based on the closing price of Xerox on September 25, 2009, this would amount to approximately $63.11 per share and a transaction value of $6.4 billion. Since the announcement of the merger, however, Xerox stock has dropped more than 15%.

Earlier, Coughlin Stoia Geller Rudman & Robbins LLP announced that on October 23, 2009, Coughlin Stoia was appointed lead counsel for the Texas state court actions challenging as unfair to shareholders the proposed merger between ACS and Xerox. Coughlin Stoia, along with Baron & Budd, is prosecuting the action on behalf of their client the City of St. Clair Shores Police and Fire Retirement System .

Coughlin Stoia's appointment as lead counsel was made just a few days after securing ACS's agreement to an "undertaking" that substantially modifies the existing no-shop provision in the pending merger agreement between ACS and Xerox. The modifications to the no-shop provision permit ACS and its representatives to supply confidential ACS information to potential bidders under substantially more relaxed parameters than were set forth in the merger agreement. ACS agreed to the undertaking as a result of a motion for a temporary restraining order sought by Coughlin Stoia and Baron & Budd on behalf of the Fund.
The undertaking also provides that any proposal can be made expressly contingent on the completion of due diligence and obtaining financing commitments, and can be withdrawn or modified at any time. In addition, the undertaking permits ACS to discuss the procedure in the undertaking, as well as any proposals, with potential acquirers.

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