April 18, 2014
/PRNewswire/ -- iSoftStone Holdings Limited ("iSoftStone" or the "Company") (NYSE: ISS), a leading
-based IT services provider, today announced that it has entered into a definitive Agreement and Plan of Merger (the "Merger Agreement") with New iSoftStone Holdings Limited ("Parent") and New iSoftStone Acquisition Limited ("Merger Sub"), pursuant to which Parent will acquire iSoftStone (the "Transaction") for
per ordinary share of the Company (a "Share") or
per American depositary share, each representing ten Shares (an "ADS"). This amount represents a premium of 17.8% over the Company's closing price of
per ADS on June 5, 2013, the last trading day prior to
June 6, 2013
, the date that the Company announced that it had received a "going-private" proposal, and a premium of 26.4% to the volume-weighted average closing prices of the Company's ADSs during the 30 trading days prior to
June 6, 2013
Immediately after the completion of the Transaction, Parent will be beneficially owned by Mr. Tianwen Liu, the Chairman and Chief Executive Officer of the Company (the "Chairman"), and the funds managed by China Everbright Investment Management Limited ("Everbright") and certain other management members and shareholders of the Company and their respective affiliates (collectively, the "Buyer Group"). As of
March 31, 2014
, the Buyer Group beneficially own, in the aggregate, approximately 21.9% of the outstanding Shares (excluding outstanding options and restricted share units of the Company).
The Company's board of directors (the "Board"), acting upon the unanimous recommendation of an independent committee of the Board (the "Independent Committee"), approved the Merger Agreement and the Transaction and resolved to recommend that the Company's shareholders vote to authorize and approve the Merger Agreement and the Transaction. The Independent Committee, which is composed solely of independent directors of the Company who are unaffiliated with Parent, Merger Sub or any member of the Buyer Group or management of the Company, exclusively negotiated the terms of the Merger Agreement with the Buyer Group with the assistance of its independent financial and legal advisors.