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Let CSC Shareholders Vote on Offer, Suitor Says

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TIMES STAFF WRITER

Computer Associates International Inc. Chairman Charles Wang dared the management of Computer Sciences Corp. on Tuesday to let its shareholders decide whether to accept CA’s hostile offer to buy the El Segundo-based company for $108 per share.

“Fundamentally, the issue is: Does the shareholder have a say in this or not?” Wang said in an interview. “It isn’t [Computer Sciences Chairman and Chief Executive Van Honeycutt’s] decision. I think the shareholders will decide positively.”

Computer Sciences spokesman Bruce Plowman said Tuesday that CSC is not afraid to let its shareholders vote on CA’s offer, but he said it “would not be appropriate” to give a timetable for a vote.

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“We would never prevent our shareholders from voicing an opinion,” said Plowman, who reiterated Honeycutt’s position that the merger offer does not make good business sense for Computer Sciences and does not value the company fairly.

Wang’s comments came one day after Computer Sciences sued Computer Associates, accusing the Islandia, N.Y.-based software developer of using bribery, extortion and other unlawful means to elicit a friendly merger deal.

Wang denied that he and CA President Sanjay Kumar broke any laws as they tried to woo Computer Sciences, a services and consulting firm. He said Honeycutt was open to the idea of a merger and pressed him for details about what his own position would be in a combined company. But the talks came to a standstill in early February, when Honeycutt insisted that CSC was worth between $115 and $130 per share, Wang said.

Computer Sciences has repeatedly denied that it ever seriously considered a merger with Computer Associates.

In New York Stock Exchange trading Tuesday, both companies stocks fell 94 cents, with Computer Sciences closing at $101.69 and Computer Associates at $46.31.

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