iGATE acquires Majority Stake in Indian outsourcing company Patni

January 15, 2011

FREMONT, Calif., Jan. 10, 2011 (GLOBE NEWSWIRE) — 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 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.

iGATE expects to realize multiple synergies from this combination:

– Opportunity to play in larger deals and more verticals
– Opportunity to cross-sell key solutions to a broader client base
– Opportunity to enhance win ratio based on selling combined strengths
– Efficiencies in operations and delivery services
– Economies of scale from consolidation of shared services

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.

Terms and Financing of the Transaction:

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.


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