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Computer Associates International Inc has effectively given up on its attempted takeover of Computer Sciences Corp after an acrimonious three-week struggle which saw lawsuits filed by both parties. CA’s board met on Wednesday afternoon and decided to pull the plug on the $108 per share tender offer for CSC which it presented directly to service company’s shareholders on February 17 after friendly negotiations broke down. CA chief executive Charles Wang said Thursday his company will allow the offer to expire on March 16th regardless of the outcome of a hearing scheduled for that day on the legality of certain poison pill amendments to CSC by-laws. On Tuesday, Wang had indicated that he would consider dropping the bid if the shareholder rights provisions were allowed to stand by a Los Angeles court (CI No 3,361). Now that decision seems a moot point as CA is saying in no uncertain terms that it will not extend the tender offer and prolong an increasingly ugly and complicated situation. There have been allegations of bribery, greed, misappropriation of inside information and unfair business practices. Wang was quick to say that CA’s board made this decision because the mudslinging that has surrounded the takeover attempt and the numerous lawsuits connected with it were not good for CA, CSC or the industry. Although he attacked CSC’s campaign of unlawful roadblocks, his real concern was more likely the fact that a protracted battle would simply inflict further damage on CA’s flagging share price and already checkered reputation as a hard- line acquisitor. Wang dismissed the idea that the announcement was merely a ploy to push CSC’s share price down, thus making the offer more attractive to shareholders between now and March 16. He also said that CSC’s recently released financial projections had no bearing on the decision. For its part, CSC issued a statement of acknowledgment but at the same time asked CA to terminate the tender offer immediately in order to eliminate any uncertainty as to CA’s intentions. CA is apparently still open to a last-ditch friendly negotiation, but it has no illusions about the likelihood of that happening. CSC had been looking for something in the range of $115 to $125 per share before it decided that no price would be high enough, according to Wang. CSC has said all along that the offer on the table didn’t represent fair value and that any further negotiations were simply out of the question. Trying to assuage the bad feelings that erupted around the proposed deal, Wang insists that he still respects CSC and its executives and believes the two will continue to work together as business partners with a minimum of backlash. CSC would not comment on the ongoing business relationship between the two or on any asking price the company may have had before things took a hostile turn. A CSC spokesperson said only Charles Wang can say anything he wants. It’s what he does that counts. Looking ahead, Wang insists that CA is still committed to the services arena and says the company will now follow a two-pronged strategy of building up its own services business while looking at smaller non-dilutive acquisitions, but no names were mentioned. Analyst Charles Phillips at Morgan Stanley & Co points out that any acquisitions now would have to be smaller as CSC was the largest available company in the consulting space that was buyable for CA. Following the news, CSC shares plunged $11.5625, or 11%, to $93.4375, while CA shares rose $1.4375 to $49.

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CBR Staff Writer

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