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.
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Shares, the "Excluded Shares") and (c) Shares owned by shareholders who have validly exercised and have not effectively withdrawn or lost their dissenter rights under Section 238 of the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands (the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.
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