NEW YORK (
) -- Tech outsourcer
Pactera Technology International
on Thursday agreed to be taken private by a consortium led by
(BX - Get Report)
for $625 million after the two sides finally agreed on a valuation.
Terms of the deal value Beijing-based Pactera at $7.30 per share, a premium of 39% over the company's close on May 17 prior to its public announcement that it had received an offer. Pactera's American depositary shares on Wednesday closed at $6.54 on the Nasdaq, 11% below the buyout offer.
Pactera management, with support of Blackstone, approached the company's board in May with an offer of $7.50 per share, but the group in September lowered its offer to $7 per share after Pactera twice lowered its forecasts. The company offered no commentary on the revised price, but said that a special committee of independent directors had approved the $7.30 per share offer unanimously.
The deal is subject to shareholder approval. Pactera said the members of management have entered into an agreement to vote their shares in favor of the transaction.
Bank of America Merrill Lynch,
Citigroup Global Markets Asia
HSBC Bank USA
have agreed to provide committed debt financing for the deal.
Pactera was formed from the 2012 merger of
HiSoft Technology International
. The company in the twelve months ending June 30 reported Ebitda of $35.85 million on sales of $537.14 million.
The Pactera special committee was advised by
Shearman & Sterling
serving as U.S. legal adviser and
Conyers Dill & Pearman
serving as Cayman Islands legal adviser.
Skadden, Arps, Slate, Meagher & Flom
is U.S. legal adviser to JPMorgan. Pactera was represented by
Orrick, Herrington & Sutcliffe
in the U.S. and by
The consortium was advised by
Citigroup Global Markets
Ropes & Gray
team including Gary Li, James Lidbury, Paul Boltz, Kim Nemirow and Michael Nicklin, Geoffrey Lin, David Chapin, James DeGraw, Jay Kim, Elaine Murphy, Loretta Richard, Peter Welsh and Deidre Johnson.
Cleary Gottlieb Steen & Hamilton
served as U.S. legal adviser to the management members in the consortium.
Jun He Law Offices
are serving as Cayman Islands and Chinese legal advisers to the consortium, respectively, with
Davis Polk & Wardwell
acting as U.S. legal adviser to Citi.
Written by Lou Whiteman in New York