Press Release On Patni Acquisition
Press Release On Patni Acquisition
Press Release On Patni Acquisition
Transaction Highlights:
iGATE Corporation (NASDAQ: IGTE), the first Business Outcomes based integrated technology and
operations company, today announced that its subsidiaries have executed definitive agreements to
acquire a majority stake in Patni Computer Systems Ltd. (NSE: PATNI, NYSE: PTI), the Mumbai-based IT
services and BPO company. The transaction is valued at approximately $1.22 billion, including the
mandatory open offer to the public shareholders of Patni. The transaction is expected to be completed in
the first half of 2011 iGATE expects the transaction to be accretive by 2012 on a cash earnings per share
basis.
The acquisition will bring together two highly recognized information technology outsourcing companies
with complementary industry verticals, and will facilitate sustained long-term growth for the combined
entity. The combination will create a compelling go-to-market strategy with iGATE’s differentiated iTOPS
and outcomes-based business model augmented by Patni’s delivery expertise and focus on micro-
verticals.
Commenting on the acquisition, Phaneesh Murthy, CEO of iGATE Corporation, said, “It has been our
stated intent to scale revenues, customers, and expand our vertical capability. We believe the threshold
of a billion dollar revenue will facilitate faster adoption of our iTOPS for Business Outcomes model. We
also believe that the combination will help customers get better service, access to more service lines
and deeper pools of expertise.”
He added, “The objective is to synergize the leadership team of both iGATE and Patni to create, over
time, a world-class integrated leadership team which will drive the combined company to newer
horizons.”
iGATE’s subsidiaries have signed definitive agreements with the three founders of Patni Computer
Systems, viz., Mr. Narendra Patni, Mr. Gajendra Patni and Mr. Ashok Patni, and private equity firm
General Atlantic, to acquire their 45.6% and 17.4% stakes, respectively, at a price of Rs.503.5 per share,
amounting to a total consideration of approximately $921 million.
In accordance with the requirements of the Securities and Exchange Board of India (“SEBI”) and the
applicable Indian rules on Takeovers and Mergers, iGATE’s subsidiaries will make an open offer to the
public shareholders to purchase an additional 20.6% stake in Patni. The aggregate price for the shares to
be purchased in the open offer assuming full tender is estimated at $301 million.
The closing of the acquisition is subject to customary conditions, including receipt of required regulatory
approvals, and the completion of the open offer for the purchase of shares of the public shareholders of
Patni. Patni Computer Systems has 16,556 employees, 282 customers, 22 global delivery centers, and
offices in 30 locations worldwide, and reported revenues of $689 million for the 12 months ended
September 30, 2010. iGATE has 8,278 employees, 82 customers, seven global delivery centers, and
offices in 16 countries, with revenues of $252 million for the 12 months ended September 30, 2010.
An expanded pool of talent, diverse expertise across multiple verticals, higher level strategic end-to-end
service offerings and an established management team with a track record of proven execution are
expected to strengthen iGATE’s competitive position as a top-tier player in the highly-fragmented global
IT industry.
iGATE’s iTOPS solution methodology is designed to overcome the limitations of traditional outsourcing
models. It addresses the problem of conflicting business interests between traditional outsourcing
vendors and clients by allowing clients to use and pay for only the outcome. For the service provider, it
also creates a discontinuity in the linearity of revenue with people
iGATE’s advisors include: Jefferies & Company, Inc., financial advisors, Kirkland & Ellis LLP, international
legal counsel, Khaitan & Co, Indian legal counsel, Kotak Mahindra Capital Company Limited, Managers for
the Open Offer, and Ernst and Young, tax advisors.
iGATE expects to finance the purchase consideration of $1.22 billion through a combination of cash-in-
hand, debt and equity financing, including a potential public offering of up to 10 million shares.
Viscaria Limited, a company backed by funds advised by Apax Partners, will make an investment into
iGATE in order to facilitate the acquisition of a majority stake in Patni. iGATE has agreed to sell to Viscaria
Limited $270 million of preferred stock convertible into common stock with a conversion price of $20.30
per share. The preferred stock investment by Viscaria may be increased by up to an additional $210
million based on the subscription in the Open Offer process and in the event that the Company elects not
to move forward with a public offering. Details of the preferred stock transaction will be included in a
filing on Form 8-K, which iGATE expects to file shortly.
In addition, iGATE has secured commitments for debt financing of up to $700 million in the aggregate
from Jefferies & Company, Inc. and RBC Capital Markets to fund the consideration.
iGATE will also host a conference call today to discuss the acquisition at 8AM Eastern Time / 5AM Pacific
Time. The live discussion can be accessed by dialing 877-407-8037 in the U.S. and 201-689-8037
internationally, passcode 364827 and account number 293. The audio webcast of the call providing an
overview of the transaction and strategic rationale will be available at www.iGATE.com for a period of one
year from the date of release. A replay of the call will be available via webcast.
About iGATE:
iGATE is the first Business Outcomes driven integrated Technology and Operations (iTOPS) solutions
provider with a global delivery model. iGATE’s unique business model aligns with the client’s strategic
objectives to achieve operational efficiencies, increase cost variability and rationalize their current
operating environment. With industry expertise spanning decades, iGATE has developed the right
solutions with its Business Outcomes driven approach for industry verticals – Banking, Insurance,
Manufacturing, Retail, Health Care, Media & Entertainment and Telecom & Hi-Tech.
About Patni:
Patni is a global provider of IT services and business solutions, servicing Global 2000 clients. Patni services
its clients through its micro-vertical focus in banking, financial services (BFS) and insurance (I);
manufacturing, retail and distribution (MRD); life sciences; communications, media and utilities (CMU).
Patni’s service offerings include application development and maintenance, enterprise software &
systems integration services, business and technology consulting, product engineering services,
infrastructure management services, customer interaction services & business process outsourcing,
quality assurance and engineering services.
Safe Harbor:
Statements contained in this press release regarding the benefits of the acquisition, the business outlook,
the demand for the products and services, and all other statements in this release other than recitation of
historical facts are forward-looking statements. Words such as “expect”, “potential”, “believes”,
“anticipates”, “plans”, “intends” and similar expressions are intended to identify such forward-looking
statements. Forward-looking statements in the press release include, without limitation, forecasts of
market growth, future revenues, benefits of the proposed acquisition, expectations that the acquisition
will be accretive to the results, future expectations concerning growth of business, cost competitiveness
and expansion of global reach following the acquisition, and other matters that involve known and
unknown risks, uncertainties and other factors that may cause results, levels of activity, performance or
achievements to differ materially from results expressed or implied by this press release. Such risk factors
include, among others: difficulties encountered in integrating business; uncertainties as to the timing of
the acquisition, including the consummation of the public offer under the Indian Takeover Regulations and
the tender offer under US securities laws; the satisfaction of the closing conditions to the transaction,
including the receipt of regulatory approvals; whether certain market segments grow as anticipated; the
competitive environment in the information technology services industry and competitive responses to the
proposed acquisition; and whether the companies can successfully provide services/products and the
degree to which these gain market acceptance. Furthermore, in connection with the proposed acquisition,
the Company intends to borrow significant amounts, including by issuing high yield notes, and will have to
use a significant portion of its cash flows to service such indebtedness, as a result of which the Company
might not have sufficient funds to operate its businesses in the manner it intends or has operated in the
past; Additional risks relating to the Company are set forth in the Company’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2009, as well as the Company’s other reports filed with the
Securities and Exchange Commission. Actual results may differ materially from those contained in the
forward-looking statements in this press release. Any forward-looking statements are based on
information currently available to the company and it assumes no obligation to update these statements
as circumstances change. This document does not constitute an offer to purchase or to sell securities in
any jurisdiction.