iSoftStone Enters Into Definitive Merger Agreement for Going Private Transaction
Apr 18, 2014, 04:33 ET
BEIJING, April 18, 2014 /PRNewswire/ -- iSoftStone Holdings Limited ("iSoftStone" or the "Company") (NYSE: ISS), a leading China-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 US$0.57 per ordinary share of the Company (a "Share") or US$5.70 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 US$4.84 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.
The Transaction is subject to various closing conditions, including a condition that the Merger Agreement be authorized and approved by an affirmative vote of shareholders representing two-thirds or more of the Shares present and voting in person or by proxy as a single class at a meeting of the Company's shareholders convened to consider the authorization and approval of the Merger Agreement. The Buyer Group have agreed to vote all of the Shares beneficially owned by them in favor of the authorization and approval of the Merger Agreement and the Transaction. If completed, the Transaction will result in the Company becoming a privately-held company and its ADSs will no longer be listed on the New York Stock Exchange.
The Buyer Group intends to fund the Transaction through a combination of (i) the equity financings provided by the Chairman and Everbright pursuant to customary equity commitment letters, and (ii) the proceeds from a committed and underwritten loan facility contemplated by a debt commitment letter dated April 18, 2014 pursuant to which China Merchants Bank Co., Ltd., Hong Kong branch has agreed as the mandated lead arranger to arrange US$130 million in the aggregate of debt financing for the Transaction, subject to certain conditions.
The Company will prepare and file with the U.S. Securities and Exchange Commission (the "SEC") a Schedule 13E-3 transaction statement, which will include a proxy statement of the Company. The Schedule 13E-3 will include a description of the Merger Agreement and contain other important information about the Transaction, the Company and the other participants in the Transaction.
Goldman Sachs (Asia) L.L.C. is serving as financial advisor to the Independent Committee. Kirkland & Ellis is serving as U.S. legal advisor to the Independent Committee and Hankun Law Offices and Maples and Calder are serving as PRC and Cayman Islands legal advisors to the Company, respectively. O'Melveny & Myers is the Company's U.S. legal adviser.
Lazard is serving as financial advisor to the Buyer Group in respect of the Transaction. Cleary Gottlieb Steen & Hamilton LLP is serving as U.S. legal advisor to the Buyer Group and Zhong Lun Law Firm and Conyers Dill & Pearman are serving as PRC and Cayman Islands legal advisors to the Buyer Group, respectively. Clifford Chance is serving as Hong Kong and English law legal advisor to the mandated lead arranger of the debt financing and Fangda Partners and Walkers are serving as PRC and Cayman Islands legal advisors, respectively, to the mandated lead arranger of the debt financing.
Additional Information about the Transaction
The Company will furnish to the Securities and Exchange Commission (the "SEC") a report on Form 6-K regarding the proposed transactions described in this announcement, which will include the Merger Agreement as an exhibit. All parties desiring details regarding the transactions contemplated by the Merger Agreement, including the Merger, are urged to review these documents, which will be available at the SEC's website (http://www.sec.gov).
In connection with the proposed Transaction, the Company will prepare and mail a proxy statement that will include a copy of the Merger Agreement to its shareholders. In addition, certain participants in the proposed Transaction will prepare and mail to the Company's shareholders a Schedule 13E-3 transaction statement that will include the Company's proxy statement. These documents will be filed with or furnished to the SEC. INVESTORS AND SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THESE MATERIALS AND OTHER MATERIALS FILED WITH OR FURNISHED TO THE SEC WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED TRANSACTION AND RELATED MATTERS. In addition to receiving the proxy statement and Schedule 13E-3 transaction statement by mail, shareholders also will be able to obtain these documents, as well as other filings containing information about the Company, the proposed Transaction and related matters, without charge, from the SEC's website (http://www.sec.gov) or at the SEC's public reference room at 100 F Street, NE, Room 1580, Washington, D.C. 20549. In addition, these documents can be obtained, without charge, by contacting the Company at the following address and or phone number:
iSoftStone Holdings Limited
Building 16, Dong Qu, 10 Xibeiwang Dong Lu,
Haidian District, Beijing 100193, China
Telephone +86 (0) 10 5874 9000
The Company and certain of its directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be "participants" in the solicitation of proxies from our shareholders with respect to the proposed Transaction. Information regarding the persons who may be considered "participants" in the solicitation of proxies will be set forth in the proxy statement and Schedule 13E-3 transaction statement relating to the proposed Transaction when it is filed with the SEC. Additional information regarding the interests of such potential participants will be included in the proxy statement and Schedule 13E-3 transaction statement and the other relevant documents filed with the SEC when they become available.
This announcement is neither a solicitation of proxies, an offer to purchase nor a solicitation of an offer to sell any securities and it is not a substitute for any proxy statement or other materials that may be filed or furnished with the SEC should the proposed Transaction proceed.
About iSoftStone Holdings Limited
Founded in 2001, iSoftStone is a leading China-based IT services provider serving both greater China and global clients. iSoftStone provides an integrated suite of IT services and solutions, including consulting & solutions, IT services, and business process outsourcing services. The company focuses on industry verticals that include technology, communications, banking, financial services, insurance, energy, transportation, and public sectors. iSoftStone's American depositary shares began trading on the New York Stock Exchange on December 14, 2010. For more information, please visit www.isoftstone.com.
About Everbright
Everbright is the private equity arm of China Everbright Limited, which is incorporated in Hong Kong and listed on the Main Board of the Hong Kong Stock Exchange (stock code: 00165). Leveraging the reputation of China Everbright Limited and its extensive network and expertise, Everbright focuses on sectors with high growth potential in China.
Cautionary Statement Concerning Forward Looking Statements
This news release may include certain statements that are not descriptions of historical facts, but are forward-looking statements. These forward-looking statements can be identified by terminology such as "will," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates" and similar statements. Forward-looking statements involve risks, uncertainties and other factors that could cause actual results to differ materially from those contained in any such statements. Potential risks and uncertainties include, but are not limited to, uncertainties as to how iSoftStone's shareholders will vote at the meeting of shareholders, the possibility that competing offers will be made, the possibility that various closing conditions to the Transaction may not be satisfied or waived and other risks discussed in iSoftStone's filings with the U.S. Securities and Exchange Commission. iSoftStone does not undertake any obligation to update any forward-looking statement, except as required under applicable law.
iSoftStone Media Contact
Mr. Walter Fang
[email protected]
Beijing +86 10 5874 9555
iSoftStone Investor Contacts
Mr. Jonathan Zhang
Chief Financial Officer
[email protected]
Christensen
Mr. Tom Myers
[email protected]
SOURCE iSoftStone Holdings, Ltd.