CSC Proposes to Acquire Remaining Interest in CSA Holdings Ltd

EL SEGUNDO, Calif., June 13 /PRNewswire-FirstCall/ -- CSC Computer Sciences International Inc., a wholly owned subsidiary of Computer Sciences Corporation , today issued the following press release:

JOINT ANNOUNCEMENT CSC COMPUTER SCIENCES INTERNATIONAL INC. CSA HOLDINGS LTD (Incorporated in the (Incorporated in the United States of America) Republic of Singapore) Company Registration Number 199005141C PROPOSED SCHEME OF ARRANGEMENT TO PRIVATISE CSA HOLDINGS LTD INTRODUCTION

The respective boards of directors of CSC Computer Sciences International Inc. ("CSCI") and CSA Holdings Ltd (the "Company") wish to announce a proposal (the "Proposal") to privatise the Company by way of a scheme of arrangement (the "Scheme") under Section 210 of the Companies Act, Chapter 50 of Singapore (the "Act").

The Company is incorporated in Singapore and is listed on the Main Board of the Singapore Exchange Securities Trading Limited (the "SGX-ST"). As at the date of this announcement, the issued and paid-up share capital of the Company consists of 132,824,594 ordinary shares of S$0.20 each (the "Shares"). CSCI currently holds 97,841,856 Shares, representing approximately 73.66 per cent. of the issued share capital of the Company.

THE SCHEME (a) The Scheme will be proposed in accordance with Section 210 of the Act and The Singapore Code on Takeovers and Mergers (the "Code"). (b) The Scheme is proposed to all the shareholders of the Company other than CSCI and its related corporations (the "Scheme Shareholders") and will involve, inter alia, the following: (i) a transfer of all the issued Shares held by the Scheme Shareholders (the "Scheme Shares") to CSCI and/or its nominees; and (ii) in consideration of the transfer of their Shares, the Scheme Shareholders will receive from CSCI an amount in cash for each Scheme Share. The Scheme will also be extended to all Shares validly issued pursuant to the exercise of options (the "Employee Options") granted under the CSA Holdings Ltd Executives' Share Option Scheme and the CSAH Share Option Scheme (collectively, the "Share Option Schemes") prior to the books closure date for determining the entitlements of Scheme Shareholders under the Scheme. (c) The Scheme will be proposed on the following basis: For each Scheme Share: S$2.05 in cash (the "Scheme Price"). (d) The Scheme Price represents: (i) a premium of approximately 49.6 per cent. above the last transacted price per Share on the SGX-ST of S$1.37 as at 7 June 2005, being the last trading day of the Shares on the SGX-ST prior to the date of this announcement; (ii) a premium of approximately 52.5 per cent. above the simple average of the last transacted prices of the Shares on the SGX-ST of S$1.344 over the last five trading days prior to the date of this announcement; (iii) a premium of approximately 50.7 per cent. above the volume-weighted average of transacted prices of the Shares on the SGX-ST of S$1.360 over the last five trading days prior to the date of this announcement; (iv) a premium of approximately 62.2 per cent. above the simple average of the last transacted prices of the Shares on the SGX-ST of S$1.264 over the last three months prior to the date of this announcement; and (v) a premium of approximately 65.2 per cent. above the volume-weighted average of transacted prices of the Shares on the SGX-ST of S$1.241 over the last three months prior to the date of this announcement. Source of market prices of the Shares: Bloomberg The Scheme Price was determined based on the historical traded prices of the Shares on the SGX-ST and after factoring in a premium. Pursuant to the Scheme, the Scheme Shares will be transferred to CSCI and/or its nominees (i) fully paid; (ii) free from all liens, equities, charges, encumbrances, rights of pre-emption and any other third party rights or interests of any nature whatsoever; and (iii) together with all rights attached thereto as at the effective date of the Scheme ("Effective Date") and thereafter attaching thereto, but excluding the right to receive and retain all dividends, rights and other distributions (if any) the record date of which falls before the Effective Date. REGULATORY APPROVALS (a) An application has been made to the Securities Industry Council for confirmation, inter alia, that rules 14, 15, 16, 17, 20.1, 21, 22, 28, 29 and 33.2 and note 1(b) to rule 19 of the Code do not apply to the Scheme, subject to the following conditions: (i) the common substantial shareholders of CSCI and CSA (i.e. those holding five per cent. or more interests in CSCI and CSA) abstain from voting on the Scheme; (ii) CSCI and its concert parties abstain from voting on the Scheme; (iii) the Scheme Document (as defined below) discloses the current voting rights of CSCI and its concert parties in the Company and their voting rights in the Company after the Scheme; (iv) the directors of the Company who are also directors of CSCI or who are acting in concert with CSCI abstain from making a recommendation on the Scheme to the Scheme Shareholders; and (v) the Company appoints an independent financial adviser to advise the Scheme Shareholders. (b) The Scheme will be subject to the approval of all relevant regulatory authorities, including the High Court of Singapore as stated in condition (b) below. CONDITIONS OF THE SCHEME

As the Proposal is to be implemented by way of a scheme of arrangement under Section 210 of the Act, the Scheme is subject to the approval of the Scheme Shareholders at a meeting to be convened at the direction of the High Court of Singapore (the "Court Meeting"). The Scheme is subject to the following conditions and will become effective and binding if:

(a) the Scheme is approved by a majority in number of, representing not less than 75 per cent. in nominal value of the Scheme Shares held by, the Scheme Shareholders present and voting, either in person or by proxy, at the Court Meeting; and (b) the Scheme is sanctioned and approved by the High Court of Singapore, and an copy of the order of the High Court of Singapore is lodged with the Accounting and Corporate Regulatory Authority in Singapore.

By proposing that the Proposal be implemented through a scheme of arrangement, Scheme Shareholders are provided the opportunity to decide at the Court Meeting whether they consider the Scheme to be in their best interests.

Shareholders and potential investors should also be aware that the implementation of the Scheme is subject to the conditions set out above being fulfilled and thus may not become effective. They are advised to exercise caution when dealing in the Shares.

DELISTING

In the event that the Scheme becomes effective and binding, the Company will become a wholly-owned subsidiary of CSCI and an application will be made to the SGX-ST to delist the Company from the SGX-ST.

EMPLOYEE OPTIONS PROPOSAL

Under the rules of the Share Option Schemes, the Employee Options are not transferable by the holders thereof. In view of this restriction, the Scheme will not be extended to the Employee Options. CSCI will instead make an appropriate proposal to the holders of the Employee Options, details of which will be provided to such holders in due course.

INFORMATION ON CSCI

CSCI was incorporated in the State of Nevada in the United States of America on 3 November 1995. It is a wholly-owned subsidiary of Computer Sciences Corporation ("CSC"), a company incorporated in the State of Nevada in the United States of America and whose shares are listed on the New York Stock Exchange. CSC is one of the world's leading information technology ("IT") services companies.

The directors of CSCI are Messrs Van B. Honeycutt, Leon J. Level, Hayward D. Fisk, Michael W. Brinsford and Paul T. Tucker. The principal activity of CSCI is that of investment holding.

INFORMATION ON THE COMPANY

The Company was incorporated in Singapore on 19 October 1990. The principal activity of the Company is that of investment holding. Its subsidiaries are involved in the business of IT infrastructure systems, software and consulting, customer maintenance services and outsourcing.

The Company is one of the largest integrated IT companies in Asia with about 2,400 employees in subsidiary companies in Singapore, Malaysia, Hong Kong, the People's Republic of China, Thailand and Indonesia. Through its subsidiaries and in alliance with its business partners, the Company extends its full suite of IT services to countries in Asia. The Company's subsidiaries are also involved in the delivery of services to CSC's global clients in Asia.

RATIONALE FOR THE SCHEME

The Scheme is being proposed in order to enable CSCI to privatise the Company. The privatisation of the Company will allow for better integration of similar businesses between the Company and the CSC group of companies. It will also allow the Company and CSC to rationalise the management, resources and cost structure of the business for greater efficiency and competitiveness.

In addition, through the Scheme, the Scheme Shareholders will have an opportunity to realise their investment in the Shares at a premium of approximately 52.5 per cent. and 62.2 per cent. above the simple averages of the last transacted prices of the Shares on the SGX-ST of S$1.344 over the last five trading days and S$1.264 over the last three months, respectively, prior to the date of this announcement. The Scheme Price also represents a premium of approximately 50.7 per cent. and 65.2 per cent. above the volume-weighted average of transacted prices of the Shares on the SGX-ST of S$1.360 over the last five trading days and S$1.241 over the last three months, respectively, prior to the date of this announcement.

IRREVOCABLE UNDERTAKINGS

The shareholders listed in Appendix to this announcement have each given an irrevocable undertaking to CSCI to vote his / her entire holding of Shares, respectively, (in aggregate 14,040,705 Shares, representing approximately 10.57 per cent. of the issued share capital of the Company as at the date of this announcement) in favour of the Scheme and any other matter necessary or proposed to implement the Scheme at the Court Meeting. The irrevocable undertakings will lapse on the earliest of (i) the date on which the Scheme becomes effective and binding, (ii) the date on which the Scheme is withdrawn or lapses or fails to become effective and binding for whatever reason and (iii) 30 November 2005.

DISCLOSURES

As at the date of this announcement, CSCI owns or controls an aggregate of 97,841,856 Shares, representing approximately 73.66 per cent. of the issued share capital of the Company.

Save as disclosed in this announcement, none of CSC or CSCI or any of their directors or wholly-owned subsidiaries (i) owns, controls or has agreed to acquire any Shares or securities which carry voting rights or are convertible into Shares or securities which carry voting rights or any rights to subscribe for or options in the Shares or in respect of securities which carry voting rights in the Company as at the date of this announcement, (ii) has dealt for value in any Shares during the three-month period immediately preceding the date of this announcement or (iii) has received any irrevocable undertaking from any party to vote in favour of the Scheme at the Court Meeting as at the date of this announcement.

Neither N M Rothschild & Sons (Singapore) Limited ("Rothschild") nor DBS Bank Ltd ("DBS Bank") (i) own or control or have agreed to acquire any Shares or securities which carry voting rights or are convertible into Shares or securities which carry voting rights or any rights to subscribe for or options in the Shares or in respect of securities which carry voting rights in the Company as at the date of this announcement and (ii) has dealt for value in any Shares during the three-month period immediately preceding the date of this announcement.

In the interests of confidentiality, CSCI has not made enquiries in respect of certain other parties who are or may be deemed to be acting in concert with it in connection with the Scheme. Similarly, DBS Bank and Rothschild have not made any enquiries in respect of the members of the DBS Bank group or the Rothschild group, respectively. Further enquiries will be made of such persons and the relevant disclosures will be made in due course subsequently and in the Scheme Document (as defined below).

FINANCIAL ADVISERS AND INDEPENDENT FINANCIAL ADVISER

DBS Bank and Rothschild have been appointed as financial advisers to advise the Company and CSCI respectively, in connection with the Scheme.

The directors of the Company considered to be independent for the purposes of the Scheme (the "Independent Directors") will be appointing an independent financial adviser (the "IFA") to advise the Independent Directors on the Scheme.

CONFIRMATION OF FINANCIAL RESOURCES

Rothschild, the financial adviser to CSCI in connection with the Scheme confirms that sufficient financial resources are available to CSCI to satisfy in full the cash consideration to be paid to the Scheme Shareholders pursuant to the Scheme.

SCHEME DOCUMENT

Full details of the Scheme (including the recommendation of the Independent Directors along with the advice of the IFA) will be contained in a document (the "Scheme Document") to be despatched to shareholders of the Company in due course. Shareholders are advised to exercise caution when trading in the Shares, pending receipt of the Scheme Document. Persons who are in doubt as to the action they should take should consult their stockbroker, bank manager, solicitor or other professional advisers.

OVERSEAS SHAREHOLDERS

The applicability of the Scheme to persons not resident in Singapore may be affected by the laws of the relevant jurisdiction. Scheme Shareholders who are not resident in Singapore should inform themselves about, and observe, any applicable requirements. Further details in relation to overseas shareholders will be contained in the Scheme Document.

RESPONSIBILITY STATEMENTS

The directors of CSCI and CSC (including any director who may have delegated detailed supervision of this announcement) have taken all reasonable care to ensure that the facts stated and opinions expressed in this announcement (other than those relating to the Company) are fair and accurate and that no material facts have been omitted from this announcement, and they jointly and severally accept responsibility accordingly. Where any information has been extracted from published or publicly available sources, the sole responsibility of the directors of CSCI and CSC has been to ensure through reasonable enquiries that such information is accurately extracted from such sources or, as the case may be, reflected or reproduced in this announcement. The directors of the Company (including any director who may have delegated detailed supervision of this announcement) have taken all reasonable care to ensure that the facts stated and opinions expressed in this announcement (other than those relating to CSCI and CSC) are fair and accurate and that no material facts have been omitted from this announcement, and they jointly and severally accept responsibility accordingly. Where any information has been extracted from published or publicly available sources, the sole responsibility of the directors of the Company has been to ensure through reasonable enquiries that such information is accurately extracted from such sources or, as the case may be, reflected or reproduced in this announcement.

BY ORDER OF THE BOARD OF BY ORDER OF THE BOARD OF CSC COMPUTER SCIENCES INTERNATIONAL INC. CSA HOLDINGS LTD Paul T. Tucker Allen J. Pathmarajah Director Chairman 13 June 2005 Singapore

Any inquiries relating to this announcement or the Scheme should be directed to the following persons:

N M Rothschild & Sons (Singapore) Limited: Financial Adviser to CSC Computer Sciences International Inc. Callum Beveridge K. Chandramouli Director Assistant Director Tel: +65 6531 1431 Tel: +65 6531 1471 Fax: +65 6535 9109 Fax: +65 6535 9109 DBS Bank Ltd Financial Adviser to CSA Holdings Ltd Mahesh P. Rupawalla Chia Su Ching Managing Director Senior Vice President Mergers & Acquisitions Advisory Mergers & Acquisitions Advisory Tel: 6878 6172 Tel: 6878 2155 Fax: 6878 5676 Fax: 6878 5676 APPENDIX Shareholders who have given irrevocable undertakings to CSCI Shareholders Number of Shares Held by such Shareholder Prudential Asset Management (Singapore) Limited 5,406,510 Choy Wee Chiap 3,859,054 Yeow Kheng Chew 2,522,480 Lee Choong Onn 2,252,661 Total 14,040,705 Approximate Percentage shareholding in the Company 10.57

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