- Amended Statement of Ownership: Solicitation (SC 14D9/A)
December 11 2008 - 3:58PM
Edgar (US Regulatory)
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 14D-9
(Amendment
No. 3)
SOLICITATION/RECOMMENDATION
STATEMENT
UNDER SECTION 14(d)(4) OF
THE SECURITIES EXCHANGE ACT OF 1934
eTelecare Global Solutions,
Inc.
(Name of Subject
Company)
eTelecare Global Solutions,
Inc.
(Name of Persons Filing
Statement)
Common Shares and
American Depositary Shares (each representing one Common
Share)
(Title of Class of
Securities)
CUSIP No. 29759R102
(CUSIP Number of Class of
Securities)
John R. Harris
President and Chief Executive Officer
eTelecare Global Solutions, Inc.
31st Floor CyberOne Building, Eastwood City, Cyberpark,
Libis, Quezon City 1110
Philippines
+63 (2) 916 5670
(Name, Address, and Telephone
Number of Person Authorized
to Receive Notices and
Communications on Behalf of the Persons Filing
Statement)
With Copies to:
Jorge A. del Calvo, Esq.
James J. Masetti, Esq.
Pillsbury Winthrop Shaw Pittman LLP
2475 Hanover Street
Palo Alto, CA 94304
(650) 233-4500
o
Check
the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
TABLE OF CONTENTS
INTRODUCTION.
This Amendment No. 3 to
Schedule 14D-9
amends and restates Items 8 and 9 of the
Solicitation/Recommendation Statement on
Schedule 14D-9
(as amended, together with any Exhibits or Annexes hereto, this
“
Schedule 14D-9
”)
of eTelecare Global Solutions, Inc., a Philippine Corporation,
originally filed on November 10, 2008 as amended by
Amendment 1 to
Schedule 14D-9
filed on November 25, 2008 and Amendment Number 2 to
Schedule 14D-9
filed on December 9, 2008.
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Item 8.
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Additional
Information.
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Item 8 hereby amended and supplemented by adding the
following text thereto:
The Offer expired, as scheduled, at
2:00 p.m. Philippines time, 1:00 a.m. New
York City time, on Thursday, December 11, 2008. All the
Common Shares and ADSs validly tendered in the Offer have been
accepted for purchase by the Purchaser. A press release
announcing the completion of the Offer and the approximate
number of Common Shares and ADSs validly tendered and accepted
for purchase was issued on December 11, 2008, a copy of
which is filed as an exhibit to this Amendment No. 3 and
incorporated herein by reference.
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Exhibit
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Number
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Description
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(a)(1)(i)
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Offer to Purchase, dated November 10, 2008.*+
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(a)(1)(ii)
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Form of Application to Sell Common Shares.*+
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(a)(1)(iii)
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Form of ADS Letter of Transmittal including Substitute
Form W-9
and Guidelines for Certification of Taxpayer Identification
Number (TIN) on Substitute
Form W-9.*+
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(a)(1)(iv)
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Form of Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.*+
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(a)(1)(v)
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Form of Letter to Clients Regarding Holders of American
Depositary Shares.*+
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(a)(1)(vi)
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Form of Letter to Holders of Common Shares, dated
November 10, 2008.*+
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(a)(1)(viii)
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Form of Newspaper Advertisement as published in
The Wall
Street Journal
on November 10, 2008.*
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(a)(1)(ix)
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Form of Newspaper Advertisement, to be published in the
Philippine Daily Inquirer and Philippine Star on
November 10, 2008, November 11, 2008, and
November 12, 2008.*
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(a)(1)(x)
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Press Release, dated November 10, 2008.*
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(a)(1)(xi)
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Joint Press Release, dated September 19, 2008 (incorporated
by reference to the
Schedule 14D-9
filed by eTelecare Global Solutions, Inc. on September 19,
2008).
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(a)(1)(xii)
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Press Release, dated September 22, 2008 (incorporated by
reference to the
Schedule 14D-9
filed by eTelecare Global Solutions, Inc. on September 22,
2008).
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(a)(1)(xiii)
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Intention to Commence the Offer Announcement, dated
November 7, 2008, as published in the Philippine Daily
Inquirer and Philippine Star on November 7, 2008
(incorporated by reference to the
Schedule TO-C
filed by the Purchaser on November 7, 2008).
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(a)(1)(xiv)
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Philippine SEC
Form 19-1
(and Exhibits).*
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(a)(1)(xv)
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Press Release, dated December 11, 2008 (incorporated by
reference to the Company’s
Form 8-K
filed on December 11, 2008)
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(c)
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Opinion of Morgan Stanley & Co. Incorporated to the
Board of Directors of eTelecare Global Solutions, Inc., dated
September 18, 2008 (incorporated by reference to
Annex II attached to this
Schedule 14D-9).
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(e)(1)
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Acquisition Agreement by and between eTelecare Global Solutions,
Inc. and EGS Acquisition Co LLC, dated September 19, 2008
(incorporated by reference to Exhibit 2.1 attached to the
Current Report on
Form 8-K
filed by eTelecare Global Solutions, Inc. on September 23,
2008).
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(e)(2)
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First Amendment to Acquisition Agreement by and between
eTelecare Global Solutions, Inc. and EGS Acquisition Co LLC,
dated November 9, 2008 (incorporated by reference to
Exhibit (e)(2) attached to the
Schedule 14D-9
filed by eTelecare Global Solutions, Inc. on November 10,
2008).
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(e)(3)
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Form of Tender and Support Agreement (incorporated by reference
to Exhibit 99.1 attached to the Current Report on
Form 8-K
filed by eTelecare Global Solutions, Inc. on September 23,
2008).
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2
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Exhibit
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Number
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Description
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(e)(4)
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Tender and Support Agreement between EGS Acquisition Co LLC and
NewBridge International Investment Ltd., dated
September 19, 2008 (incorporated by reference to
Exhibit 7.03 attached to the Schedule 13D/A filed by
Ayala Corporation on September 22, 2008).
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(e)(5)
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Standstill Agreement between eTelecare Global Solutions, Inc.
and NewBridge International Investment Ltd., dated
September 19, 2008 (incorporated by reference to
Exhibit 7.06 attached to the Schedule 13D/A filed by
Ayala Corporation on September 22, 2008).
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(e)(6)
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Nondisclosure Agreement between eTelecare Global Solutions, Inc.
and NewBridge International Investment Ltd., dated June 11,
2008 (incorporated by reference to Exhibit (e)(6) attached to
the
Schedule 14D-9
filed by eTelecare Global Solutions, Inc. on November 10,
2008).
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(e)(7)
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Nondisclosure Agreement between eTelecare Global Solutions, Inc.
and Providence Equity Asia Limited, dated June 11, 2008
(incorporated by reference to Exhibit (e)(7) attached to the
Schedule 14D-9
filed by eTelecare Global Solutions, Inc. on November 10,
2008).
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(e)(8)
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Limited Guarantee by Providence Equity Partners VI
International L.P., in favor of eTelecare Global Solutions,
Inc., dated September 19, 2008 (incorporated by reference
to Exhibit I attached to the Schedule 13D filed by EGS
Acquisition Co LLC on September 29, 2008).
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(e)(9)
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Limited Guarantee by Newbridge International Investment Ltd., in
favor of eTelecare Global Solutions, Inc., dated
September 19, 2008 (incorporated by reference to
Exhibit 7.05 attached to the Schedule 13D/A filed by
Ayala Corporation on September 22, 2008).
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*
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Incorporated by reference to the Schedule TO filed by the
Purchaser on November 10, 2008.
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+
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Included in materials mailed to United States stockholders of
eTelecare Global Solutions, Inc.
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Included in material mailed to
non-United
States stockholders of eTelecare Global Solutions, Inc.
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3
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is
true, complete and correct.
eTelecare Global Solutions, Inc.
J. Michael Dodson
Chief Financial Officer
Date: December 11, 2008
4
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