Pactera Announces Receipt of "Going Private" Proposal at US$7.50 Per ADS
BEIJING, May 20, 2013
BEIJING, May 20, 2013 /PRNewswire/ --Pactera Technology International Ltd.
(Nasdaq: PACT) ("Pactera" or the "Company"), a global consulting and
technology services provider strategically headquartered in China,today
announced that its board of directors has received a non-binding proposal
letter dated May 20, 2013 from an affiliate of funds managed or advised by
Blackstone, the Company's non-executive Chairman, Chris Chen, its Chief
Executive Officer, Tiak Koon Loh, and its Executive Committee members, David
Chen, Sidney Huang and Jun Su (collectively, the "Buyer Consortium") to
acquire all of the outstanding shares of Pactera not currently owned by the
Buyer Consortium in a going private transaction (the "Transaction") for
US$7.50per American Depositary Share ("ADS", each ADS representing one common
share of the Company) in cash, subject to certain conditions.
According to the proposal letter, the Buyer Consortium intends to form an
acquisition vehicle for the purpose of implementing the Transaction, and the
Transaction is intended to be financed with a combination of equity capital
funded by the Buyer Consortium and third-party debt. A copy of the proposal
letter is attached hereto as Exhibit A.
The Company expects that its board of directors will form a special committee
consisting of independent directors (the "Special Committee") to consider this
proposal. The Company also expects that the Special Committee will retain a
financial advisor and legal counsel to assist it in its work. The Company
cautions its shareholders and others considering trading in its securities
that the Company has just received the non-binding proposal and no decisions
have been made with respect to the Company's response to the proposal. There
can be no assurance that any definitive offer will be made, that any agreement
will be executed or that this or any other transaction will be approved or
Citigroup Global Markets Inc. is acting as financial advisor to the
Consortium.Ropes& Gray LLP is acting as U.S. counsel to the Buyer
Consortium, with Cleary Gottlieb Steen & Hamilton LLP acting as U.S. counsel
to the senior management members in the Buyer Consortium mentioned above.
Orrick, Herrington & Sutcliffe LLP is acting as the Company's U.S. counsel.
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
strategically 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
Thisnewsrelease contains forward-looking statements. These statements
constitute "forward-looking" statements within the meaning of Section21E 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, the Company's dependence on a limited number of clients
for a significant portion of its revenues, uncertainty relating to its
clients' forming or plan to form joint venture with the Company's competitors,
the economic slowdown in its principal geographic markets, the quality and
portfolio of its service lines and industry expertise, and the availability of
a large talent pool in China and inflation of qualified professionals' wages,
as well as the PRC government's investment in infrastructure construction and
adoption of various incentives in the IT service industry. Further information
regarding these and other risks, uncertainties or factors is included in
Pactera's filings with the U.S. Securities and Exchange Commission.All
information provided in this news release is as ofthe date of this news
release, andPactera 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:
Pactera Technology International Ltd.
May 20, 2013
The Board of Directors
Pactera Technology International Ltd. (the "Company")
3/F Building 8
Zhongguancun Software Park
Beijing 100193, China
We, the Sponsor, as defined below, an affiliate of funds managed or
advised by Blackstone Singapore Pte. Ltd. or its affiliates, the Company's
non-executive Chairman, Chris Chen, the Company's Chief Executive Officer,
Tiak Koon Loh, and the Company's Executive Committee members, David Chen,
Sidney Huang and Jun Su (collectively, the "Senior Management Members," and
together with the Sponsor, the "Consortium Members," "we" or "us") are pleased
to submit this preliminary non-binding proposal to acquire all of the
outstanding ordinary shares of the Company not already owned by us in a going
private transaction (the "Acquisition") described below.
We believe our proposal provides a very attractive opportunity to the
Company's shareholders to realize superior value. Our proposal represents a
premium of 42.6% to the Company's closing price on May 17, 2013, and a premium
of 39.0% to the volume-weighted average closing price during the last 30
trading days. We are confident that the Acquisition can be closed on a highly
expedited basis as outlined in this letter.
Set forth below are the key terms of our proposal.
1. Consortium. The Sponsor and the Senior Management Members have entered into
a consortium agreement pursuant to which we will form an acquisition vehicle
for the purpose of implementing the Acquisition, and have agreed to work
exclusively with each other to pursue the Acquisition. The Acquisition will
be in the form of a merger of the Company with the acquisition vehicle that
the Sponsor and the Senior Management Members will form. You should be aware
that the Consortium Members who own ordinary shares of the Company and/or
American Depositary Shares ("ADSs," each ADS representing one ordinary share
of the Company) are interested only in pursuing this Acquisition and are not
interested in selling their ordinary shares or ADSs in any other transaction
involving the Company.
2. Purchase Price. Based on the information available to us, we anticipate
that the consideration payable in the Acquisition will be US$7.50 in cash per
ADS/ordinary share, in each case other than for certain ADSs or ordinary
shares held by the Consortium Members that may be rolled over in connection
with the Acquisition.
3. Closing Certainty and Funding. We believe that we offer a high degree of
closing certainty and are well positioned to negotiate and complete the
proposed Acquisition on an expedited basis. We intend to finance the proposed
Acquisition with a combination of debt and equity capital and we expect
definitive commitments for the required debt and equity funding, subject to
terms and conditions set forth therein, to be in place when the Definitive
Agreements (as defined below) are signed. We have been in discussions with
Citigroup Global Markets Asia Limited on arranging debt financing for the
4. Due Diligence. We have engaged Citigroup Global Markets Inc. as financial
advisor to the Consortium Members, Ropes & Gray LLP as international legal
counsel to the Sponsor and to the Consortium Members, Cleary Gottlieb Steen &
Hamilton LLP as international legal counsel to the Senior Management Members,
and Deloitte & Touche as accounting and tax advisor. We have significant
experience in structuring and consummating transactions of this nature and
would expect to complete due diligence on a highly expedited basis. We and our
advisors are prepared and ready to engage in the next stage of discussions.
5. Definitive Agreements. We are prepared to promptly negotiate and finalize
mutually satisfactory definitive agreements with respect to the Acquisition
and related transactions (the "Definitive Agreements"). The Definitive
Agreements will provide for representations, warranties, covenants and
conditions which are typical, customary and appropriate for transactions of
this type.We anticipate the Definitive Agreements will be completed in
parallel with due diligence.
6. Process. We recognize that the Board will evaluate the Acquisition
independently before it can make its determination to endorse it. Given the
involvement of the Senior Management Members in the Acquisition, we would
expect that the independent members of the Board will proceed to consider our
7. About Blackstone. The Blackstone Group L.P. and its affiliates
("Blackstone") are one of the world's leading investment and advisory firms,
with 24 offices around the world. Through its different investment
businesses, as of March 31, 2013, Blackstone had total assets under management
of over US$218.2 billion, including US$52.5 billion in private equity
funds.To date, Blackstone's private equity funds have invested/committed
over US$42 billion in 174 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.
8. No Binding Commitment. This letter constitutes only a preliminary
indication of our interest, and does not constitute any binding commitment
with respect to an Acquisition. Such a commitment will result only from the
execution of Definitive Agreements, and then will be on the terms provided
9. Public Disclosure. To comply with United States securities laws
requirements, the Senior Management Members will be required to disclose the
nature of this proposal, as well as a copy of this bid letter, and their
agreement with the Sponsor in filings with the Securities and Exchange
Commission on Schedule 13D.However, we trust you will agree with us that it
is in our mutual interests to ensure that except as otherwise required
by law the parties proceed in a strictly confidential manner until
the execution of the Definitive Agreements or termination of our
discussions in connection with the proposed Acquisition.
We are very excited about the Acquisition and hope that you are interested in
proceeding in a manner consistent with our proposal. We believe that we are
uniquely positioned to provide a compelling opportunity for the shareholders
of the Company on a highly expedited timeframe. Should you have any questions
concerning this letter, please feel free to contact us at any time. We look
forward to hearing from you.
Tiak Koon Loh Edward Huang
Chief Executive Officer Senior Managing Director
Pactera Technology International Ltd. The Blackstone Group
Tiak Koon Loh
For and on behalf of the Senior Management Members
/s/ Tiak Koon Loh
Red Pebble Acquisition Co Pte. Ltd. (the "Sponsor")
By: /s/ Kimmo Tammela
Name: Kimmo Tammela
SOURCE Pactera Technology International Ltd.
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