- Amended Statement of Ownership: Private Transaction (SC 13E3/A)
09 Décembre 2008 - 4:35PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 13E-3
(Amendment
No. 2)
Rule 13e-3
Transaction Statement under Section 13(e) of the Securities
Exchange Act of 1934
eTelecare Global Solutions,
Inc.
(Name of the Issuer)
eTelecare Global Solutions,
Inc.
(Name of Person(s) Filing Statement)
Common Shares and
American Depositary Shares (each representing one Common
Share)
(Title of Class of Securities)
CUSIP No. 29759R102
(CUSIP Number of Class of
Securities)
John R. Harris
President and Chief Executive Officer
eTelecare Global Solutions, Inc.
31st Floor CyberOne Building, Eastwood City, Cyberpark,
Libis, Quezon City 1110
Philippines
63 (2) 916 5670
(Name, Address and Telephone Number
of Person Authorized To Receive Notices
and Communications on Behalf of the
Person(s) Filing Statement)
With a copy to:
Jorge A. del Calvo, Esq.
James J. Masetti, Esq.
Pillsbury Winthrop Shaw Pittman LLP
2475 Hanover Street
Palo Alto, CA 94304
(650) 233-4500
This statement is filed in
connection with (check the appropriate box):
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a.
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o
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The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or
Rule 13e-3(c)
under the Securities Exchange Act of 1934.
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b.
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o
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The filing of a registration statement under the Securities Act
of 1933.
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c.
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þ
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A tender offer.
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d.
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o
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None of the above.
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Check the following box if the soliciting materials or
information statement referred to in checking box (a) are
preliminary
copies:
o
Check the following box if the filing is a final amendment
reporting the results of the
transaction:
o
Calculation of Filing
Fee
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Transaction Valuation*
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Amount of Filing Fee**
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$266,816,151
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$10,486
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*
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Estimated for purposes of
calculating the amount of filing fee only. The calculation
assumes the purchase of all outstanding common shares, par value
PhP2.00 per share (“
Common Shares
”), and
American Depository Shares, each representing one Common Share
(“
ADSs
” and together with the Common Shares,
the “
Shares
”) of eTelecare Global Solutions,
Inc., a company organized under the laws of the Philippines (the
“
Company
”) at a purchase price of $9.00 per
share (the “
Offer Price
”). As of
September 30, 2008
,
there were: (i) 29,646,239
Common Shares outstanding (which includes 10,557,821 Common
Shares underlying ADSs) and (ii) 10,557,821 ADSs
outstanding. The calculation of the transaction valuation
assumes the purchase of 29,646,239 Shares.
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**
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The amount of the filing fee,
calculated in accordance with
Rule 0-11
of the Securities Exchange Act of 1934, as amended (the
“
Exchange Act
”), and the Fee Rate Advisory
No. 6 for fiscal year 2008 issued by the Securities and
Exchange Commission on December 27, 2007, equals 0.00393%
of the transaction value.
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þ
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Check box if any part of the fee
is offset as provided by Exchange Act
Rule 0-11(a)
(2) and identify the filing with which the offsetting fee
was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and date
of its filing.
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Amount Previously Paid: $10,486
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Filing Party: Limited; LiveIt Investments Limited;
NewBridge International Investment Ltd.;
PEP VI International Ltd.; Providence Equity GP VI
International L.P.;
Providence Equity Partners VI International L.P.; EGS
Acquisition Co. LLC
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Form or Registration No.: Schedule TO
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Date Filed: November 10, 2008
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NEITHER THE SECURITIES AND
EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS
APPROVED OR DISAPPROVED OF THIS TRANSACTION, PASSED UPON THE
MERITS OR FAIRNESS OF THIS TRANSACTION, OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS
SCHEDULE 13E-3.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
AMENDMENT
NO. 2 TO
SCHEDULE 13E-3
This Amendment No. 2 to
Schedule 13E-3
(the “Amendment No. 1”) is filed on behalf of
eTelecare Global Solutions, Inc., a Philippine corporation (the
“Company”) to amend and supplement Items 13 and 16 of
the Schedule 13E-3 filed by the Company on November 10, 2008.
The cross references below are being supplied pursuant to
General Instruction G to
Schedule 13E-3
and show the location in the Schedule TO filed by the
Purchaser on November 10, 2008, Amendment No. 1
thereto filed on November 25, 2008 and Amendment No. 2
thereto filed on December 9, 2008 of the information
required to be included in response to the items of
Schedule 13E-3.
The information contained in the Schedule TO, as amended,
including all annexes thereto, is incorporated herein by
reference, and the responses to each Item in this Transaction
Statement are qualified in their entirety by the information
contained therein.
Capitalized terms used herein and not defined have the meaning
ascribed to them in the Schedule 13E-3 filed by the Company
on November 10, 2008.
Pursuant to that certain Designation Agreement, dated
December 8, 2008, between EGS Acquisition Co. LLC, a
Delaware limited liability company
(“EGS”)
and
EGS Acquisition Corp., a newly-formed Philippine corporation,
which is indirectly owned by the same affiliates of Providence
and Ayala as EGS (the “Philippine Purchaser”), EGS
assigned all its rights and obligations with respect to Offer to
the Philippine Purchaser. Such assignment by EGS of its rights
and obligations to the Philippine Purchaser to purchase Shares
under the Offer does not relieve EGS of any of its obligations
to the holders of Common Shares and ADSs who have tendered their
Shares in the Offer. As used herein, references to the
“Purchaser” mean EGS Acquisition Co LLC
and/or
the
Philippine Purchaser, as applicable.
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ITEM 13.
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FINANCIAL
STATEMENTS.
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(a)
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Financial
information.
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The information set forth in the Offer to Purchase under the
captions “THE OFFER — Section 9. Certain
Information Concerning the Company” is incorporated herein
by reference. The audited financial statements of the Company as
of and for the fiscal years ended December 31, 2006 and
December 31, 2007 are incorporated herein by reference to
the consolidated financial statements of the Company included in
the Company’s Annual Report on
2
Form 10-K
for the fiscal year ended December 31, 2007 filed with the
United States Securities and Exchange Commission (the
“United States SEC”) on March 14, 2008. The
unaudited financial statements of the Company as of and for the
fiscal quarters ended March 31, 2008, June 30, 2008
and September 30, 2008, are incorporated herein by
reference to the consolidated financial statements of the
Company included in the Company’s Quarterly Reports on
Form 10-Q
for the quarters then ended and filed with the United States SEC
on May 14, 2008, August 13, 2008 and November 13,
2008, respectively.
The pro forma financial statements of the Company are not
material to the Offer.
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Exhibit
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Number
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Description
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(a)(1)(A)
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Solicitation/Recommendation Statement on
Schedule 14D-9,
dated November 10, 2008 (incorporated by reference to the
Schedule 14D-9
filed by eTelecare Global Solutions, Inc. on November 10,
2008).
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(a)(1)(B)
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Offer to Purchase, dated November 10, 2008.**+ˆ
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(a)(1)(C)
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Form of Application to Sell Common Shares.*+ˆ
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(a)(1)(D)
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Form of ADS Letter of Transmittal including Substitute
Form W-9
and Guidelines for Certification of Taxpayer Identification
Number (TIN) on Substitute
Form W-9.*+ˆ
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(a)(1)(E)
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Form of Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.*+ˆ
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(a)(1)(F)
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Form of Letter to Clients Regarding Holders of American
Depositary Shares.*+ˆ
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(a)(1)(G)
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Form of Letter to Holders of Common Shares, dated
November 10, 2008.*+ˆ
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(a)(1)(H)
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Form of Newspaper Advertisement to be published in
The Wall
Street Journal
on November 10, 2008.*
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(a)(1)(I)
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Form of Newspaper Advertisement, to be published in the
Philippine Daily Inquirer and Philippine Star on
November 10, 2008, November 10, 2008,
November 11, 2008 and November 12, 2008.*
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(a)(1)(J)
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Press Release, dated November 10, 2008.*
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(a)(1)(K)
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Joint Press Release, dated September 19, 2008 (incorporated
by reference to the
Schedule 14D-9
filed by eTelecare Global Solutions, Inc. on September 19,
2008).
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(a)(1)(L)
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Press Release, dated September 22, 2008 (incorporated by
reference to the
Schedule 14D-9
filed by eTelecare Global Solutions, Inc. on September 22,
2008).
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(a)(1)(M)
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Intention to Commence the Offer Announcement, dated
November 7, 2008, as published in the Philippine Daily
Inquirer and Philippine Star on November 7, 2008
(incorporated by reference to the
Schedule TO-C
filed by the Purchaser on November 7, 2008).
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(a)(1)(N)
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Philippine SEC
Form 19-1
(with Exhibits).*ˆ
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(a)(1)(O)
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Amendment No. 1 to Solicitation/Recommendation Statement on
Schedule 14D-9,
dated November 25, 2008 (incorporated by reference to
Amendment No. 1 to
Schedule 14D-9
filed by eTelecare Global Solutions, Inc. on November 25,
2008).
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(a)(1)(P)
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Amendment No. 2 to Solicitation/Recommendation Statement on
Schedule
14D-9,
dated
December 9, 2008 (incorporated by reference to Amendment
No. 2 to Schedule
14D-9
filed
by eTelecare Global Solutions, Inc. on December 9, 2008).
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(a)(1)(Q)
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Form of Amendment to the Philippine SEC
Form 19-1.***
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(c)(1)
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Opinion of Morgan Stanley & Co. Incorporated to the
Board of Directors of eTelecare Global Solutions, Inc., dated
September 18, 2008 (incorporated by reference to Exhibit
(c) attached to the
Schedule 14D-9
filed by eTelecare Global Solutions, Inc. on November 10,
2008).
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(c)(2)
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Financial Presentation of Morgan Stanley & Co. to the
Board of Directors of eTelecare Global Solutions, Inc., dated
September 18, 2008 (incorporated by reference to
Exhibit (c)(2) to
Schedule 13E-3
filed by eTelecare Global Solutions, Inc. on November 10,
2008).
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3
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Exhibit
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Number
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Description
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(d)(1)
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Designation Agreement between EGS Acquisition Co LLC and EGS
Acquisition Corp. dated as of December 8, 2008.
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(e)(1)
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Acquisition Agreement by and between eTelecare Global Solutions,
Inc. and EGS Acquisition Co LLC, dated September 19, 2008
(incorporated by reference to Exhibit 2.1 attached to the
Current Report on
Form 8-K
filed by eTelecare Global Solutions, Inc. on September 23,
2008).
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(e)(2)
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First Amendment to Acquisition Agreement by and between
eTelecare Global Solutions, Inc. and EGS Acquisition Co LLC,
dated November 9, 2008 (incorporated by reference to
Exhibit (e)(2) attached to the Schedule 14D-9 filed by
eTelecare Global Solutions, Inc. on November 10, 2008).
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(e)(3)
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Form of Tender and Support Agreement (incorporated by reference
to Exhibit 99.1 attached to the Current Report on
Form 8-K
filed by eTelecare Global Solutions, Inc. on September 23,
2008).
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(e)(4)
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Tender and Support Agreement between EGS Acquisition Co LLC and
NewBridge International Investment Ltd., dated
September 19, 2008 (incorporated by reference to
Exhibit 7.03 attached to the Schedule 13D/A filed by
Ayala Corporation on September 22, 2008).
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(e)(5)
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Standstill Agreement between eTelecare Global Solutions, Inc.
and NewBridge International Investment Ltd., dated
September 19, 2008 (incorporated by reference to
Exhibit 7.06 attached to the Schedule 13D/A filed by
Ayala Corporation on September 22, 2008).
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(e)(6)
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Nondisclosure Agreement between eTelecare Global Solutions, Inc.
and NewBridge International Investment Ltd., dated June 11,
2008 (incorporated by reference to Exhibit (e)(6) attached to
the
Schedule 14D-9
filed by eTelecare Global Solutions, Inc. on November 10,
2008).
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(e)(7)
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Nondisclosure Agreement between eTelecare Global Solutions, Inc.
and Providence Equity Asia Limited, dated June 11, 2008
(incorporated by reference to Exhibit (e)(7) attached to the
Schedule 14D-9
filed by eTelecare Global Solutions, Inc. on November 10,
2008).
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(e)(8)
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Limited Guarantee by Providence Equity Partners VI International
L.P., in favor of eTelecare Global Solutions, Inc., dated
September 19, 2008 (incorporated by reference to
Exhibit I attached to the Schedule 13D filed by EGS
Acquisition Co LLC on September 29, 2008).
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(e)(9)
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Limited Guarantee by Newbridge International Investment Ltd., in
favor of eTelecare Global Solutions, Inc., dated
September 19, 2008 (incorporated by reference to
Exhibit 7.05 attached to the Schedule 13D/A filed by
Ayala Corporation on September 22, 2008).
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*
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Incorporated by reference to the Schedule TO filed by the
Purchaser on November 10, 2008.
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**
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Incorporated by reference to the Schedule TO filed by the
Purchaser on November 10, 2008 as amended by Amendment
No. 1 thereto filed on November 25, 2008.
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***
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Incorporated by reference to Amendment No. 2 to the
Schedule TO filed by the Purchaser on December 9, 2008.
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Included in materials mailed to United States stockholders of
eTelecare Global Solutions, Inc.
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ˆ
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Included in material mailed to
non-United
States stockholders of eTelecare Global Solutions, Inc.
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4
After due inquiry and to the best of my knowledge and belief, I
certify that the information in this statement is true, complete
and correct.
eTelecare Global Solutions, Inc.
Name: Dave M. Gomez
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Title:
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Chief Legal Officer
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Dated: December 9, 2008
5
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