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Computer Sciences Plans Unusual Takeover Defense

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From Washington Post

Computer Sciences Corp. is fashioning what may emerge as the year’s most innovative defense against a hostile takeover attempt: Beat it, we’re too highly classified.

Lawyers for El Segundo-based CSC, which does a large amount of top-secret computer work for the CIA and other federal agencies, are combing through public records around the world for information on Computer Associates International Inc., an Islandia, N.Y.-based software firm that has launched a $9.8-billion offer to buy CSC. What they find may upset Computer Associates’ acquisition plans, legal experts and industry officials said.

Computer Associates’ securities filings say 23% of the company is owned by a Swiss billionaire, Walter Haefner. That could raise concerns among U.S. intelligence officials, who usually are leery of any foreign involvement in their work, government and industry officials said.

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This is the first case among many recent defense and intelligence-related mergers in which an acquiring company with relatively little experience in the classified world has tried to buy a firm embedded in that secretive, closed environment, industry officials said.

Sources close to CSC--which has a work force in this region of 7,300 people, many of whom perform extremely classified computer integration work for agencies such as the National Security Agency and the CIA--said the company plans to raise questions about Computer Associates’ ties to foreigners, its lack of classified experience and its record of creating tumult in companies it acquires.

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