BEIJING, March 28, 2014 /PRNewswire/ -- Pactera Technology
International Ltd. (Nasdaq: PACT) ("Pactera" or the "Company"), a
global consulting and technology services provider strategically
headquartered in China, today
announced the completion of the merger contemplated by the
previously announced Agreement and Plan of Merger dated as of
October 17, 2013 (the "Merger
Agreement"), among the Company, BCP (Singapore) VI Cayman Acquisition Co. Ltd.
("Parent"), BCP (Singapore) VI
Cayman Financing Co. Ltd. ("Midco") and BCP (Singapore) VI Cayman Merger Co. Ltd. ("Merger
Sub"). As a result of the merger, the Company became indirectly
wholly owned by Parent.
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Under the terms of the Merger Agreement, which was approved by
the Company's shareholders at an extraordinary general meeting held
on March 6, 2014, each outstanding
common share of the Company ("Share"), other than (a) Shares
beneficially owned by Mr. Chris Shuning
Chen, Mr. Tiak Koon Loh, Mr.
David Lifeng Chen, Mr. Jun Su, Ms. He Jin, Mr. Chu Tzer Liu, Mr. Jian
Wu, Mr. Junbo Liu, Mr.
Jinsong Li, Mr. Minggang Feng,
Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P.
and contributed to Parent (the "Rollover Shares"), (b) Shares held
by Parent, the Company or any of their subsidiaries (collectively,
with the Rollover Shares, the "Excluded Shares") and (c) Shares
owned by shareholders who have validly exercised and have not
effectively withdrawn or lost their dissenter rights under Section
238 of the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated
and revised) of the Cayman Islands (the "Dissenting Shares"), was
cancelled in exchange for the right to receive $7.30 in cash
without interest, and each issued and outstanding American
depositary share (the "ADS") (other than any ADS that represents
Excluded Shares), each representing one Share, will be cancelled in
exchange for the right to receive $7.30 in cash, less $0.05 per ADS
in cancellation fees pursuant to the terms of the ADS deposit
agreement of the Company, in each case, net of any applicable
withholding taxes.
Registered holders of Shares and ADSs represented by share or
ADS certificates, other than the Excluded Shares and Dissenting
Shares, will receive a letter of transmittal and instructions on
how to surrender their certificates in exchange for the merger
consideration and should wait to receive the letter of transmittal
before surrendering their certificates. Payment will be made to
surrendering registered ADS holders and holders of ADSs in
un-certificated form as soon as practicable after Deutsche Bank
Trust Company Americas, the Company's depositary, receives the
merger consideration.
The Company also announced today that it requested that trading
of its ADSs on the NASDAQ Global Select Market (the "NASDAQ") be
suspended beginning on March 28,
2014. The Company requested the NASDAQ to file Form 25 with
the United States Securities and Exchange Commission (the "SEC")
notifying the SEC of the delisting of the ADSs on the NASDAQ and
the deregistration of the Company's registered securities. The
Company intends to terminate its reporting obligations under the
Securities Exchange Act of 1934, as amended, by filing Form 15 with
the SEC in ten days. The Company's obligations to file or furnish
with the SEC certain reports and forms, including Form 20-F and
Form 6-K, will be suspended immediately as of the filing date of
the Form 15 and will cease once the deregistration becomes
effective.
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 December 31,
2013, Blackstone had total assets under management of
approximately US$266 billion,
including US$65.7 billion in private
equity funds. Through December 31,
2013, Blackstone's private equity funds have invested
approximately US$41 billion in 177
transactions in a variety of industries and geographies.
Blackstone's private equity business manages 72 current or pending
portfolio companies with over $86
billion in annual revenues and over 595,000 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 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, Malaysia, Mauritius and Switzerland. 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, 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 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:
Tracy Zhou
Investor Relations
Pactera Technology International Ltd.
Tel: +86-10-5987-5138
E-mail: ir@pactera.com
SOURCE Pactera Technology International Ltd.