Oct. 17, 2013
/PRNewswire/ -- Pactera Technology International Ltd. (Nasdaq: PACT) ("Pactera" or the "Company"), a global consulting and technology services provider headquartered in
, 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
per common share (a "Share") or
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
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
, 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.