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BN 10/17 11:39 *PACTERA IN DEFINITIVE MERGER PACT TO BE BOUGHT FOR US$7.30/ADS
BN 10/17 11:39 *PACTERA IN DEFINITIVE MERGER PACT TO BE ACQUIRED US$7.30 PER
BN 10/17 11:39 *PACTERA TO BE ACQUIRED BY A CONSORTIUM LED BY BLACKSTONE FOR
BN 10/17 11:39 *PACTERA PACT TO BE ACQUIRED BY A CONSORTIUM LED BY BLACKSTONE
BN 10/17 11:39 *PACTERA IN DEFINITIVE MERGER PACT TO BE BOUGHT BY A GROUP LED
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Pactera Enters into Definitive Merger Agreement to be Acquired by a Consortium led by Blackstone for US$7.30 per ADS in Cash
2013-10-17 11:39:31.980 GMT
Pactera Enters into Definitive Merger Agreement to be Acquired by a Consortium
led by Blackstone for US$7.30 per ADS in Cash
PR Newswire
BEIJING, Oct. 17, 2013
BEIJING, Oct. 17, 2013 /PRNewswire/ -- Pactera Technology International Ltd.
(Nasdaq: PACT) ("Pactera" or the "Company"), a global consulting and
technology services provider headquartered in China, announced today the
signing of a definitive merger agreement ("Merger Agreement") under which the
Company will be acquired by a consortium led by funds managed or advised by
Blackstone (as defined below).
(Logo: http://photos.prnewswire.com/prnh/20130118/CN37843LOGO )
Under the terms of the Merger Agreement, upon completion of the acquisition,
the shareholders of the Company will receive US$7.30 per common share (a
"Share") or US$7.30 per American depositary share (an "ADS") of the Company
(the "Transaction"). The price per Share and per ADS represents a premium of
39% over the Company's closing price of US$5.26 per ADS on May 17, 2013, the
last trading day prior to the Company's announcement on May 20, 2013 that it
had received a "going private" proposal from a consortium led by Blackstone,
and a premium of 35% to the volume-weighted average closing price of the ADSs
during the 30 trading days prior to May 20, 2013.
Immediately following the consummation of the Transaction, the Company will be
beneficially owned by (i) Blackstone, (ii) certain members of the Company's
management comprising of Chris Chen, the Company's non-executive chairman and
Tiak Koon Loh, the Company's chief executive officer and several other senior
managers (the "Management") and (iii) GGV Capital and its affiliates ("GGV")
(collectively, the "Buyer Consortium"). The Management and GGV have entered
into a voting agreement pursuant to which each has agreed, among other things,
to vote all of his, her or its Shares in favor of the authorization and
approval of the Merger Agreement and the Transaction.
The Company's board of directors, acting upon the unanimous recommendation of
a special committee of the board of directors consisting of independent
directors (the "Special Committee"), approved the Merger Agreement and the
Transaction and resolved to recommend that the Company's shareholders vote to
approve the Merger Agreement and the Transaction. The Special Committee
negotiated the terms of the Merger Agreement with the assistance of its
financial and legal advisors.
The Transaction is subject to various closing conditions, including a
condition that the Merger Agreement be approved by an affirmative vote of
shareholders representing two-thirds or more of the Shares present and voting
in person or by proxy as a single class at a meeting of the Company's
shareholders convened to consider the approval of the Merger Agreement and the
Transaction and a condition that the parties obtain antitrust approval for the
Transaction. If completed, the Transaction will result in the Company becoming
a privately-held company and its ADSs will no longer be listed on the Nasdaq
Global Select Market.
The Buyer Consortium, led by Blackstone, will provide equity financing for the
Transaction.
Bank of America Merrill Lynch, Citigroup Global Markets Asia Limited and HSBC
Bank USA, NA have agreed as mandated lead arrangers to provide committed debt
financing for the Transaction.
The Company will prepare and file with the U.S. Securities and Exchange
Commission (the "SEC") a Schedule 13E-3 transaction statement, which will
include a proxy statement of the Company. The Schedule 13E-3 will include a
description of the Merger Agreement and contain other important information
about the Transaction, the Company and the other participants in the
Transaction.
J.P. Morgan Securities (Asia Pacific) Limited is serving as exclusive
financial advisor to the Special Committee. Shearman & Sterling LLP is serving
as U.S. legal advisor to the Special Committee and Conyers Dill & Pearman is
serving as Cayman Islands legal advisor to the Special Committee. Skadden,
Arps, Slate, Meagher & Flom LLP is serving as U.S. legal advisor to J.P.
Morgan Securities (Asia Pacific) Limited. Orrick, Herrington & Sutcliffe LLP
is serving as the Company's U.S. counsel. Fangda Partners is serving as PRC
legal advisor to the Company.
Citigroup Global Markets Inc. is serving as the sole financial advisor to the
Buyer Consortium in respect of the Transaction. Ropes & Gray LLP is serving as
U.S. legal advisor to the Buyer Consortium. Cleary Gottlieb Steen & Hamilton
LLP is serving as U.S. legal advisor to the management members in the Buyer
Consortium. Walkers Global and Jun He Law Offices are serving as Cayman
Islands and PRC legal advisors to the Buyer Consortium, respectively. Davis
Polk & Wardwell LLP is serving as U.S. legal advisor to Citigroup Global
Markets Inc.
Additional Information about the Transaction
In connection with the Transaction, the Company will prepare and mail a proxy
statement that will include a copy of the Merger Agreement to its
shareholders. In addition, certain participants in the Transaction will
prepare and mail to the Company's shareholders a Schedule 13E-3 transaction
statement that will include the Company's proxy statement. These documents
will be filed with or furnished to the SEC. INVESTORS AND SHAREHOLDERS ARE
URGED TO READ THESE MATERIALS CAREFULLY AND IN THEIR ENTIRETY, AS WELL AS
OTHER MATERIALS FILED WITH OR FURNISHED TO THE SEC WHEN THEY BECOME AVAILABLE,
AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED
TRANSACTION AND RELATED MATTERS. In addition to receiving the proxy statement
and Schedule 13E-3 transaction statement by mail, shareholders also will be
able to obtain these documents, as well as other filings containing
information about the Company, the Transaction and related matters, without
charge, from the SEC's website (http://www.sec.gov) or at the SEC's public
reference room at 100 F Street, NE, Room 1580, Washington, D.C. 20549. In
addition, these documents can be obtained, without charge, by contacting the
Company at the following address and/or phone number:
Building C-4, No.66 Xixiaokou Road
Haidian District, Beijing, PRC, 100192
People's Republic of China
Tel: (86) 10 8282-5266
Fax: 10 8282-5268
The Company and certain of its directors, executive officers and other members
of management and employees may, under SEC rules, be deemed to be
"participants" in the solicitation of proxies from our shareholders with
respect to the Transaction. Information regarding the persons who may be
considered "participants" in the solicitation of proxies will be set forth in
the proxy statement and Schedule 13E-3 transaction statement relating to the
Transaction when it is filed with the SEC. Additional information regarding
the interests of such potential participants will be included in the proxy
statement and Schedule 13E-3 transaction statement and the other relevant
documents filed with the SEC when they become available.
This announcement is neither a solicitation of proxies, an offer to purchase
nor a solicitation of an offer to sell any securities and it is not a
substitute for any proxy statement or other materials that may be filed or
furnished with the SEC should the Transaction proceed.
About Blackstone
The Blackstone Group L.P. (together with its affiliates, "Blackstone") is one
of the world's leading investment and advisory firms, with 25 offices around
the world. Through its different investment businesses, as of June 30, 2013,
Blackstone had total assets under management of approximately US$229.6
billion, including US$53.3 billion in private equity funds. Through June 30,
2013, Blackstone's private equity funds have invested over US$43 billion in
175 transactions in a variety of industries and geographies in pursuit of
Blackstone's investment objectives. Blackstone's private equity funds
currently manage a global portfolio of investments in 75 companies, which in
aggregate combine to represent approximately US$109 billion of revenues and
over 734,000 employees. Our current global investment fund, Blackstone Capital
Partners VI, is one of the largest private equity funds in the world with
committed capital of US$16.2 billion.
About Pactera
Pactera Technology International Ltd. (NASDAQ: PACT), formed by a merger of
equals between HiSoft Technology International Limited and VanceInfo
Technologies Inc., is a global consulting and technology services provider
headquartered in China. Pactera provides world-class business / IT consulting,
solutions, and outsourcing services to a wide range of leading multinational
firms through a globally integrated network of onsite and offsite delivery
locations in China, the United States, Europe, Australia, Japan, Singapore and
Malaysia. Pactera's comprehensive services include business and technology
advisory, enterprise application services, business intelligence, application
development & maintenance, mobility, cloud computing, infrastructure
management, software product engineering & globalization, and business process
outsourcing.
For more information about Pactera, please visit www.pactera.com.
Safe Harbor: Forward-Looking Statements
This news release contains forward-looking statements. These statements
constitute "forward-looking" statements within the meaning of Section 21E of
the Securities Exchange Act of 1934, as amended, and as defined in the U.S.
Private Securities Litigation Reform Act of 1995. These forward-looking
statements can be identified by terminology such as "will," "expects,"
"anticipates," "future," "intends," "plans," "believes," "estimates,"
"target," "going forward," "outlook" and similar statements. Such statements
are based upon management's current expectations and current market and
operating conditions, and relate to events that involve known or unknown
risks, uncertainties and other factors, all of which are difficult to predict
and many of which are beyond Pactera's control, which may cause Pactera's
actual results, performance or achievements to differ materially from those in
the forward-looking statements. Potential risks and uncertainties include, but
are not limited to, uncertainties as to how the Company's shareholders will
vote at the meeting of shareholders; the possibility that competing offers
will be made; the possibility that debt financing may not be available; the
possibility that various closing conditions for the transaction may not be
satisfied or waived; and other risks and uncertainties discussed in documents
filed with the SEC by the Company, including the Schedule 13E-3 transaction
statement and the proxy statement to be filed by the Company. Further
information regarding these and other risks, uncertainties or factors is
included in Pactera's filings with the SEC. All information provided in this
news release is as of the date of this news release, and Pactera does not
undertake any obligation to update any forward-looking statement as a result
of new information, future events or otherwise, except as required under
applicable law.
For further information, please contact:
Blackstone:
Peter Rose
Senior Managing Director, Global Public Affairs,
Blackstone
Tel: +1 212 583 5871
E-mail: rose@blackstone.com
Jasmine Yap
Co-Managing Director
Citigate Dewe Rogerson
Tel: +852 3103 0108
Email: jasmine.yap@citigate.com.hk
Pactera:
Tracy Zhou
Investor Relations
Pactera Technology International Ltd.
Tel: +86-10-8282-5330
E-mail: ir@pactera.com
SOURCE Pactera Technology International Ltd.
Website: http://www.pactera.com
-0- Oct/17/2013 11:39 GMT