Pactera Technology International Ltd.
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).
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.
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