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
fhfang@isoftstone.com
Beijing +86 10 5874 9555
iSoftStone Investor Contacts
Mr. Jonathan Zhang
Chief Financial Officer
ir@isoftstone.com
Christensen
Mr. Tom Myers
tmyers@christensenir.com
www.isoftstone.com
SOURCE iSoftStone Holdings, Ltd.