Current Report Filing (8-k)

Date: July 7, 2015

IGATE Corporation

/s/ Mukund Srinath

Mukund Srinath

Senior Vice President – Legal & Corporate Secretary

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): July 1, 2015

IGATE Corporation

(Exact Name of Registrant as Specified in Its Charter)

Pennsylvania

000-21755

25-1802235

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

100 Somerset Corporate Blvd.,

Bridgewater, NJ

08807

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (908) 219-8050

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Introduction

On July 1, 2015, pursuant to an Agreement and Plan of Merger dated as of April 25, 2015 (the “Merger Agreement”), by and among Cap Gemini S.A. (“SA”), Capgemini North America, Inc. (“NA” and, together with SA, “Parent”), Laporte Merger Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of NA, and IGATE Corporation (the “Company” or “IGATE”), Merger Sub merged with and into IGATE, with IGATE surviving the merger as a wholly owned subsidiary of NA (the “Merger”).

The foregoing description of the Merger Agreement and related transactions (including, without limitation, the Merger) does not purport to be complete and is subject, and qualified in its entirety by reference, to the full text of the Merger Agreement, which is attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 27, 2015. The Company’s Current Report on Form 8-K filed with the SEC on April 27, 2015 is incorporated herein by reference.

Item 1.02. Termination of a Material Definitive Agreement.

In connection with the completion of the Merger, on July 1, 2015, the Company, Viscaria Limited and the shareholders party listed therein entered into an agreement to terminate, effective as such date, the Amended and Restated Voting and Standstill Agreement, dated as of February 1, 2011, by and among the Company, Viscaria Limited and the shareholders party thereto.

In connection with the completion of the Merger, on July 1, 2015, the Company and Viscaria Limited entered into an agreement to terminate, effective as such date, the Investor Rights Agreement, dated as of February 1, 2011, by and among the Company and Viscaria Limited.

In connection with the completion of the Merger, Pan Asia iGate Solutions, a wholly owned subsidiary of the Company, prepaid in full all of the amounts outstanding, and cancelled all of the commitments, under the Facilities Agreement originally dated 22 November 2013 and as amended and restated on 16 April 2014 (the “Facilities Agreement”) between, amongst others, the Company, Pan Asia iGate Solutions as borrower, ING Bank N.V., Singapore Branch as agent and ING Bank N.V., Singapore Branch as security agent. Pursuant to the terms of a pay-off letter dated 1 July 2015 and a notice of receipt of pay-off amount dated 3 July 2015, ING Bank N.V., Singapore Branch as agent under the Facilities Agreement, confirmed, among other things, that all amounts outstanding under the Facilities Agreement (and the related finance documents entered into in connection with the Facilities Agreement) have been paid and discharged in full, all commitments under the Facilities Agreement have been cancelled and the Facilities Agreement (and the related finance documents entered into in connection with the Facilities Agreement) have been terminated.

The disclosure under Item 8.01 of this Current Report on Form 8-K relating to the satisfaction and discharge of the Indenture (as defined in Item 8.01) is incorporated by reference into this Item 1.02.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information set forth in the Introduction above and Item 5.01 below is incorporated by reference into this Item 2.01.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In connection with the completion of the Merger, the Company notified the NASDAQ Global Select Market (“NASDAQ”) that the Merger had been completed and requested that NASDAQ (i) suspend trading of the common stock of the Company, par value $0.01 per share (“Company Common Stock”) on NASDAQ and (ii) file with the SEC a Form 25, Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to delist the Company Common Stock from NASDAQ and to deregister the Company

Common Stock under Section 12(b) of the Exchange Act. Pursuant to the Company’s requests to NASDAQ, the listing of the Company Common Stock on NASDAQ was suspended after the conclusion of trading on July 1, 2015. As a result, the Company Common Stock is no longer listed on NASDAQ.

Additionally, the Company intends to file with the SEC certifications on Form 15 under the Exchange Act requesting the deregistration of the Company Common Stock under Section 12(g) of the Exchange Act and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act as promptly as practicable.

The information disclosed in the Introduction and Item 3.03 below is incorporated herein by reference.

Item 3.03. Material Modification to Rights of Security Holders.

Upon the completion of the Merger of July 1, 2015 (the “Effective Time”), each outstanding share of Company Common Stock (other than shares of Company Common Stock owned by the Company as treasury stock or by Parent or Merger Sub) was converted into the right to receive $48.00 in cash, without interest (the “Merger Consideration”).

The information set forth in the Introduction and Item 3.01 above and in Item 5.01 below is incorporated by reference into this Item 3.03.

Item 5.01. Change of Control of Registrant

On July 1, 2015, pursuant to the Merger Agreement, Merger Sub merged with and into IGATE. As a result of the Merger, IGATE became an indirect wholly owned subsidiary of SA and a direct wholly owned subsidiary of NA.

The Merger consideration was funded through the use of cash on hand from the balance sheet of Parent and proceeds of new debt and equity raised by Parent.

The information set forth in the Introduction above and Item 5.02 below is incorporated by reference into this Item 5.01.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in the Introduction and Item 3.03 above is incorporated by reference into this Item 5.02.

In accordance with the Merger Agreement, as of the Effective Time, each of Sunil Wadhwani, Ashok Trivedi, Göran Lindahl, Ashok Vemuri, Martin G. McGuinn, William G. Parrett, W. Roy Dunbar, Naomi O. Seligman and Salim Nathoo (the “Former Directors”) ceased serving as members of the board of directors of the Company and, in connection therewith, the Former Directors also ceased serving on any committees of which such Former Directors were members.

Pursuant to the Merger Agreement, as of the Effective Time, the two directors of Merger Sub immediately prior to the Effective Time, Pierre-Yves Cros and Aiman Ezzat, became the directors of the Company, as the surviving corporation. Committees of the Board of Directors of the Company, as the surviving corporation, have not been established.

Item 5.03. Amendments to Articles of Incorporation or By-laws; Change in Fiscal Year.

In accordance with the Merger Agreement, at the Effective Time, (i) the articles of incorporation of the Company immediately prior to the Effective Time were amended and restated to be in the form attached as Exhibit B to the Merger Agreement (the “Amended and Restated Articles of Incorporation”) and (ii) the by-laws of Merger Sub immediately prior to the Effective Time became the by-laws of the Company (the “Third Amended and Restated By-laws”).

The foregoing descriptions of the Amended and Restated Articles of Incorporation and the Third Amended and Restated By-laws do not purport to be complete and are subject, and qualified in their entirety by reference, to the full texts of the Amended and Restated Articles of Incorporation and the Third Amended and Restated By-laws, as applicable, which are attached as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated by reference into this Item 5.03.

Item 8.01. Other Events.

Redemption of the Notes and Satisfaction and Discharge of the Indenture

On July 1, 2015, the Trustee (as defined below), on behalf of the Company, sent an irrevocable notice of redemption with respect to the Company’s 4.750% Senior Notes due 2019 (the “Notes”), calling for redemption of the entire outstanding $325,000,000 aggregate principal amount of the Notes on July 31, 2015 (the “Redemption Date”) pursuant to the terms of the indenture (the “Indenture”), dated as of April 2, 2014, by and among the Company, the guarantors party thereto and Wilmington Trust, National Association, as trustee (the “Trustee”), governing the Company’s Notes. The redemption price is equal to 100% of the principal amount of the Notes plus the Applicable Premium (as defined in the Indenture) as of, which will be calculated by or on behalf of the Company pursuant to the formula set forth in the Indenture (the “Redemption Price”), and accrued and unpaid interest to, but excluding, the Redemption Date (together with the Redemption Price, the “Redemption Payment”).

On July 6, 2015, the Company irrevocably deposited with the Trustee, solely for the benefit of the holders of the Notes, cash in U.S. dollars in an amount as is sufficient to pay and discharge the entire aggregate principal amount of the Notes and premium and accrued interest on the Notes to, but excluding, the Redemption Date. On the same date, following such deposit by the Company, the Trustee executed and delivered to the Company an acknowledgment of the satisfaction and discharge of the Indenture and the release of the guarantees of the Notes.

In accordance with the Indenture, payment of the Redemption Payment to holders will occur on the Redemption Date. The Company will send (or cause to be sent) a supplemental notice setting forth the amount of the Redemption Payment prior to the Redemption Date.

Press Release

On July 1, 2015, IGATE and Parent issued a press release announcing the completion of the Merger. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Exhibits and Financial Statements.


Exhibit No.		Description

3.1		Amended and Restated Articles of Incorporation of IGATE Corporation

3.2		Third Amended and Restated By-laws of IGATE Corporation

99.1		Press Release issued by IGATE Corporation and Cap Gemini S.A. on July 1, 2015.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX


Exhibit No.		Description

3.1		Amended and Restated Articles of Incorporation of IGATE Corporation

3.2		Third Amended and Restated By-laws of IGATE Corporation

99.1		Press Release issued by IGATE Corporation and Cap Gemini S.A. on July 1, 2015.

Exhibit 3.1

COMMONWEALTH OF PENNSYLVANIA

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

IGATE CORPORATION

In compliance with the requirements of the applicable provisions of 15 Pa. C.S. Section 1306 relating to the Business Corporation Law, Act of December 21, 1988 (P.L. 1444, No. 177), as amended, the undersigned, desiring to be incorporated as a business corporation, does hereby certify that:

1. Name. The name of the Corporation is iGATE Corporation.

2. Registered Office. The name of the Commercial Registered Office Provider is AAAgent Services, LLC, and the County of Venue is Dauphin.

3. Statute. The Corporation is incorporated under the provisions of the Business Corporation Law of 1988, as amended.

4. Capital Stock. The aggregate number of shares of Common Stock which the Corporation shall have authority to issue is One Hundred (100) shares each with a par value of One Cent ($.01).

5. Term. The term for which the Corporation is to exist is perpetual.

6. Authority of Board of Directors. The Board of Directors shall have the full authority permitted by law to fix by resolution full, limited, multiple or fractional, or no voting rights, and such designations, preferences, qualifications, privileges, limitations, restrictions, options, conversion rights and other special or relative rights of any class or any series of any class that may be desired.

7. Cumulative Voting Rights. Shareholders of the Corporation shall not have the right to cumulate their votes for the election of Directors of the Corporation.

8. Bylaws. All conditions, qualifications, requirements, privileges and regulations regarding the Board of Directors and the shareholders, including voting rights, shall be fixed and governed by the Bylaws of the Corporation.

9. Personal Liability of Directors; Indemnification. A director of the Corporation shall not be personally liable for monetary damages for any action taken, or any failure to take any action, unless the director has breached or failed to perform the duties of his or her office under Subchapter B of Chapter 17 of the BCL and such breach or failure to perform constitutes self-dealing, willful misconduct or recklessness; provided, however, that the foregoing provision shall not eliminate or limit (i) the responsibility or liability of a director pursuant to any criminal statute or (ii) the liability of a director for the payment of taxes pursuant to local, state or federal law. Any repeal, modification or adoption of any provision inconsistent with Article 9 shall be prospective only, and neither the repeal or modification of this provision nor the adoption of any provision inconsistent with this provision shall adversely affect any limitation on the personal liability of a director of the Corporation existing at the time of such repeal or modification or the adoption of such inconsistent provision.

10. Indemnification of Directors and Officers. The Corporation shall indemnify and hold harmless, to the full extent permitted by law, each person who was or is made a party or is threatened to be made a party to or is otherwise involved in (as a witness or otherwise) any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative and whether or not by or in the right of the Corporation or otherwise (hereinafter, a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the heir, executor or administrator, is or was a director or executive officer of the Corporation or predecessor of the Corporation, as applicable, or is or was serving at the request of the Corporation or predecessor of the Corporation, as applicable, as a director, officer or trustee of another corporation or of a partnership, joint venture, trust or other enterprise (including without limitation service with respect to employee benefit plans), or where the basis of such proceeding is any alleged action or failure to take any action by such person while acting in an official capacity as a director or executive officer of the Corporation, or predecessor of the Corporation, as applicable, or in any other capacity on behalf of the Corporation while such person is or was serving as a director or executive officer of the Corporation, or predecessor of the Corporation, as applicable, against all expenses, liability and loss, including but not limited to attorneys’ fees, judgments, fines, excise taxes or penalties and amounts paid or to be paid in settlement (whether with or without court approval), actually and reasonably incurred or paid by such person in connection therewith.

(b) Notwithstanding the foregoing clause (a), except as provided in Article 11 below, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.

(c) Subject to the limitation set forth in the foregoing clause (b) concerning proceedings initiated by the person seeking indemnification, the right to indemnification conferred in this Article 10 shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding (or part thereof) or in

enforcing his or her rights under this Article 10 in advance of the final disposition thereof promptly after receipt by the Corporation of a request therefor stating in reasonable detail the expenses incurred; provided, however, that to the extent required by law, the payment of such expenses incurred by a director or executive officer of the Corporation in advance of the final disposition of a proceeding shall be made only upon receipt of an undertaking, by or on behalf of such person, to repay all amounts so advanced if and to the extent it shall ultimately be determined by a court that he or she is not entitled to be indemnified by the Corporation under this Article 10 or otherwise.

(d) The right to indemnification and advancement of expenses provided herein shall continue as to a person who has ceased to be a director or executive officer of the Corporation or to serve in any of the other capacities described herein, and shall inure to the benefit of the heirs, executors and administrators of such person.

(e ) Notwithstanding any other provision contained herein, Articles 8 through 11 hereof shall not be amended, repealed or otherwise modified for a period of six (6) years from the date hereof in any manner that would adversely affect any right thereunder of individuals who, at or prior to the date hereof, were directors, officers, employees or agents (including as a fiduciary with respect to an employee benefit plan) of any predecessor corporation of the Corporation or any of its subsidiaries or any of their respective predecessors.

11. Payment of Indemnification. If a claim for indemnification under Article 10 hereof is not paid in full by the Corporation within thirty (30) days after a written claim therefor has been received by the Corporation, the claimant may, at any time thereafter, bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part on the merits or otherwise in establishing his or her right to indemnification or to the advancement of expenses, the claimant shall be entitled to be paid also the expense of prosecuting such claim.

12. Non-Exclusivity of Rights. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of a final disposition conferred in Article 10 and the right to payment of expenses conferred in Article 11 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses hereunder may be entitled under any bylaw, agreement, vote of shareholders, vote of directors or otherwise, both as to actions in his or her official capacity and as to actions in any other capacity while holding that office, the Corporation having the express authority to enter into such agreements or arrangements as the Board of Directors deems appropriate for the indemnification of and advancement of expenses to present or future directors and officers as well as employees, representatives or agents of the Corporation in connection with their status with or services to or on behalf of the Corporation or any other corporation, partnership, joint venture, trust or other enterprise, including any employee benefit plan, for which such person is serving at the request of the Corporation.

Exhibit 3.2

THIRD AMENDED AND RESTATED BYLAWS

IGATE CORPORATION

(a Pennsylvania corporation)

These third amended and restated Bylaws (“Bylaws”) are adopted by this Corporation and are supplemental to the Pennsylvania Business Corporation Law of 1988, as amended, as the same shall from time to time be in effect.

ARTICLE I. NAME AND SEAL.

Section 101. Name. The name of the Corporation is iGATE Corporation.

Section 102. State of Incorporation. The Corporation has been incorporated under the laws of the Commonwealth of Pennsylvania.

Section 103. Seal. The corporate seal of the Corporation shall have inscribed thereon the name of the Corporation, the year of its organization, the words “Corporate Seal”, and the name of the State of Incorporation. The seal may be used by any person authorized by the Board of Directors of the Corporation or by these Bylaws by causing the seal or a facsimile thereof to be impressed or affixed, or in any manner reproduced.

ARTICLE II. REGISTERED AND PRINCIPAL OFFICES.

Section 201. Registered Office. The registered office of the Corporation in the Commonwealth of Pennsylvania shall be located at such place, within the Commonwealth of Pennsylvania, as the Board of Directors may from time to time determine or as the business of the Corporation may require.

Section 202. Offices. The principal office of the Corporation and any other offices of the Corporation shall be located at such places, within and without the Commonwealth of Pennsylvania, as the Board of Directors may from time to time determine or as the business of the Corporation may require.

ARTICLE III. MEETINGS OF SHAREHOLDERS.

Section 301. Place of Meetings. All meetings of the shareholders shall be held at such place or places, within or without the Commonwealth of Pennsylvania, as shall be determined by the Board of Directors from time to time.

Section 302. Annual Meetings. The annual meeting of the shareholders for the election of directors and the transaction of such other business as may properly come before the meeting shall be held at such place and at such time as the Board of Directors shall fix. Any business which is a proper subject for shareholder action may be transacted at the annual meeting, irrespective of whether the notice of said meeting contains any reference thereto, except as otherwise provided by applicable statute or regulation.

Section 303. Special Meetings. Special meetings of the shareholders may be called at any time by the Board of Directors, the President, or by the shareholders entitled to cast at least one-fifth of the vote which all shareholders are entitled to cast at the particular meeting.

Section 304. Conduct of Shareholders’ Meetings. Subject to Section 803 hereof, the President shall preside at all shareholders’ meetings, or, in his or her absence, any vice-president. The officer presiding over the shareholders’ meeting may establish such rules and regulations for the conduct of the meeting as he or she may deem to be reasonably necessary or desirable for the orderly and expeditious conduct of the meeting. The revocation of a proxy shall not be effective until written notice thereof has been given to the Secretary of the Corporation.

ARTICLE IV. DIRECTORS AND BOARD MEETINGS.

Section 401. Management by Board of Directors. The business and affairs of the Corporation shall be managed by its Board of Directors. The Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the shareholders.

Section 402. Nomination for Directors. Written nominations for directors to be elected at an annual meeting of shareholders, other than nominations submitted by the incumbent Board of Directors, must be submitted to the Secretary of the Corporation not later than the close of business on the fifth business day immediately preceding the date of the meeting. All late nominations shall be rejected.

Section 403. Number of Directors The Board of Directors shall consist of one or more directors. The number of directors to be elected, subject to the foregoing limits, shall be determined by resolution of the Board of Directors. The directors shall be elected by the shareholders at the annual meeting of shareholders to serve until the next annual meeting of shareholders. Each director shall serve until his or her successor shall have been elected and shall qualify, even though his or her term of office as herein provided has otherwise expired, except in the event of his or her earlier resignation or removal.

Section 404. Resignations. Any director may resign at any time. Such resignation shall be in writing, but the acceptance thereof shall not be necessary to make it effective.

Section 405. Compensation of Directors. No director shall be entitled to any salary as such but the Board of Directors may fix, from time to time, a reasonable fee to be paid each director for his or her services in attending meetings of the Board.

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Section 406. Regular Meetings. Regular meetings of the Board of Directors shall be held on such day and at such hour as the Board shall from time to time designate. The Board of Directors shall meet for reorganization at the first regular meeting following the annual meeting of shareholders at which the directors are elected. Notice of regular meetings of the Board of Directors need not be given.

Section 407. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board or the President and shall be called whenever one or more members of the Board so request in writing. Notice of the time and place of every special meeting, which need not specify the business to be transacted thereat and which may be either verbal or in writing, shall be given by the Secretary to each member of the Board at least one calendar day before the date of such meeting.

Section 408. Reports and Records. The reports of officers and committees shall be filed with the Secretary of the Board. The Board of Directors shall keep complete records of its proceedings in a minute book kept for that purpose. When a director shall request it, the vote of each director upon a particular question shall be recorded in the minutes.

Section 409. Executive Committee. The Board of Directors may, without limiting its right to establish other committees, establish an Executive Committee of the Board which shall consist of any one or more directors. The Executive Committee shall have and exercise the authority of the Board of Directors in the management and affairs of the Corporation, except as otherwise provided in the resolution establishing the Executive Committee and except as otherwise prohibited by the Pennsylvania Business Corporation Law of 1988.

Section 410. Absence or Disqualification of Committee Members. In the absence or disqualification of any member of any committee or committees established by the Board of Directors, the member or members thereof present at any meeting of such committee or committees, and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another director to act at the meeting in the place of any such absent or disqualified member.

Section 411. Chairman of the Board. The directors may choose a Chairman of the Board who shall preside at the meetings of the Board and perform such other duties as may be prescribed by the Board of Directors.

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ARTICLE V. OFFICERS.

Section 501. Officers. The officers of the Corporation may be a President, Chief Executive Officer, one or more Vice Presidents, a Secretary, a Treasurer, and such other officers or assistant officers as the Board of Directors may from time to time deem advisable. Except for the President, Secretary and Treasurer, the Board may refrain from filling any of the said offices at any time and from time to time. Officers shall be elected by the Board of Directors at the time and in the manner as the Board of Directors from time to time shall determine. Each officer shall hold office for a term extending until the first regular meeting of the Board of Directors following the annual meeting of shareholders and until his or her successor shall have been elected and shall qualify, except in the event of his or her earlier resignation or removal.

Section 502. President. Except as otherwise expressly directed by the Board of Directors, the President shall be the Chief Executive Officer and shall have general supervision of all of the departments and business of the Corporation; he or she shall prescribe the duties of the other officers and employees and see to the proper performance thereof. The President shall be responsible for having all orders and resolutions of the Board of Directors carried into effect. As authorized by the Board of Directors, he or she shall execute on behalf of the Corporation and may affix or cause to be affixed a seal to all instruments requiring such execution, except to the extent that signing and execution thereof shall have been expressly delegated to some other officer or agent of the Corporation. The President shall perform such other duties as may be prescribed by the Board of Directors.

Section 503. Vice Presidents. The Vice Presidents shall perform such duties and do such acts as may be prescribed by the Board of Directors or the President. Subject to the provisions of this Section, the Vice Presidents in order of their seniority shall perform the duties and have the powers of the President in the event of his or her absence or disability.

Section 504. Treasurer. The Treasurer shall be the Chief Financial Officer and shall act under the direction of the President. Subject to the direction of the President, he or she shall have custody of the Corporation funds and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the President, taking appropriate vouchers for such disbursements, and shall on request render to the President and the Board of Directors, at its meetings, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation.

Section 505. Secretary. The Secretary shall act under the direction of the President. Unless a designation to the contrary is made at a meeting, the Secretary shall attend all meetings of the Board of Directors and all meetings of the shareholders and record all of the proceedings of such meetings in a book to be kept for that purpose, and shall perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the President or the Board of Directors. The Secretary shall keep in safe custody the seal of the Corporation, and, when authorized by the President or the Board of Directors, cause it to be affixed to any instruments requiring it.

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Section 506. Assistant Officers. Any assistant officers elected by the Board of Directors shall have such duties as may be prescribed by the Board of Directors, the President, or the officer to whom they are an assistant. Assistant officers shall perform the duties and have the power of the officer to whom they are an assistant in the event of such officer’s absence or disability.

Section 507. Compensation. Unless otherwise provided by the Board of Directors, the salaries and compensation of all officers, except the President and any Executive Vice President elected by the Board, shall be fixed by the Executive Committee of the Board and, in the absence of an Executive Committee, by the President.

Section 508. General Powers. The officers are authorized to do and perform such corporate acts as are necessary in the carrying on of the business of the Corporation, subject always to the directions of the Board of Directors.

ARTICLE VI. PERSONAL LIABILITY OF DIRECTORS AND INDEMNIFICATION.

Section 601. Personal Liabilities of Directors.

(a) A director of this Corporation shall not be personally liable, as such, for monetary damages for any action taken, or any failure to take any action, unless:

(1) the director has breached or failed to perform the duties of his or her office under Chapter 17, Subchapter B of the Pennsylvania Business Corporation Law of 1988; and

(2) the breach or failure to perform constitutes self dealing, willful misconduct or recklessness.

(b) This Section 601 shall not limit a director’s liability for monetary damages to the extent prohibited by Section 1713(b) of the Pennsylvania Business Corporation Law of 1988.

Section 602. Indemnification of Directors and Officers. The Corporation may, to the fullest extent permitted by applicable law, indemnify its directors and officers who were or are a party or are threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (whether or not such action, suit or proceeding arises or arose by or in the right of the Corporation or other entity) by reason of the fact that such director or officer is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, general partner, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise (including service with respect to employee benefit plans), against expenses (including, but not limited to, attorneys’ fees and costs), judgments, fines (including excise taxes assessed on a person with respect to any employee benefit plan) and amounts paid in settlement actually and

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reasonably incurred by such director or officer in connection with such action, suit or proceeding, except as otherwise provided in Section 604 hereof. A director or officer of the Corporation entitled to indemnification under this Section 602 is hereafter called a “person covered by Section 602 hereof”.

Section 603. Expenses. Expenses incurred by a person covered by Section 602 hereof in defending a threatened, pending or completed civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation, except as otherwise provided in Section 604.

Section 604. Exceptions. Except as otherwise determined by the Board of Directors in compliance with applicable law, no indemnification under Section 602 or advancement or reimbursement of expenses under Section 603 shall be provided to a person covered by Section 602 hereof (a) with respect to expenses or the payment of profits arising from the purchase or sale of securities of the Corporation in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended; (b) if a final unappealable judgment or award establishes that such director or officer engaged in self-dealing, willful misconduct or recklessness; (c) for expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, and amounts paid in settlement) which have been paid directly to, or for the benefit of, such person by an insurance carrier under a policy of officers’ and directors’ liability insurance whose premiums are paid for by the Corporation or by an individual or entity other than such director or officer; and (d) for amounts paid in settlement of any threatened, pending or completed action, suit or proceeding without the written consent of the Corporation, which written consent shall not be unreasonably withheld. The Board of Directors of the Corporation is hereby authorized, at any time by resolution, to add to the above list of exceptions from the right of indemnification under Section 602 or advancement or reimbursement of expenses under Section 603, but any such additional exception shall not apply with respect to any event, act or omission which has occurred prior to the date that the Board of Directors in fact adopts such resolution. Any such additional exception may, at any time after its adoption, be amended, supplemented, waived or terminated by further resolution of the Board of Directors of the Corporation.

Section 605. Continuation of Rights. The indemnification and advancement or reimbursement of expenses provided by, or granted pursuant to, this Article shall continue as to a person who has ceased to be a director or officer of the Corporation, and shall inure to the benefit of the heirs, executors and administrators of such persons.

Section 606. General Provisions.

(a) The term “to the fullest extent permitted by applicable law”, as used in this Article, shall mean the maximum extent permitted by public policy, common law or statute. Any person covered by Section 602 hereof may, to the fullest extent permitted by applicable law, elect to have the right to indemnification or to advancement or reimbursement of expenses, interpreted, at such person’s option, (i) on the basis of the applicable law on the date this Article was

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approved by shareholders, or (ii) on the basis of the applicable law in effect at the time of the occurrence of the event or events giving rise to the action, suit or proceeding, or (iii) on the basis of the applicable law in effect at the time indemnification is sought.

(b) Any right of a person covered by Section 602 hereof to be indemnified or to receive an advancement or reimbursement of expenses pursuant to Section 603 (i) may also be enforced as a contract right pursuant to which the person entitled thereto may bring suit as if the provisions hereof were set forth in a separate written contract between the Corporation and such person, (ii) to the fullest extent permitted by applicable law, is intended to be retroactive and shall be available with respect to events occurring prior to the adoption hereof, and (iii) shall continue to exist after the rescission or restrictive modification (as determined by such person) of this Article with respect to events, acts or omissions occurring before such rescission or restrictive modification is adopted.

(c) If a request for indemnification or for the advancement or reimbursement of expenses pursuant hereto is not paid in full by the Corporation within thirty days after a written claim has been received by the Corporation together with all supporting information reasonably requested by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim (plus interest at the prime rate announced from time to time by the Corporation’s primary banker) and, if successful in whole or in part, the claimant shall be entitled also to be paid the expenses (including, but not limited to, attorney’s fees and costs) of prosecuting such claim. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its shareholders) to have made a determination prior to the commencement of such action that indemnification of or the advancement or reimbursement of expenses to the claimant is proper in the circumstances, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its shareholders) that the claimant is not entitled to indemnification or to the reimbursement or advancement of expenses, shall be a defense to the action or create a presumption that the claimant is not so entitled.

(d) Except as determined by the Board of Directors, the indemnification and advancement or reimbursement of expenses provided by, or granted pursuant to, this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement or reimbursement of expenses may be entitled under the Articles of Incorporation, any bylaw, agreement, vote of shareholders or directors or otherwise, both as to action in such director’s or officer’s official capacity and as to action in another capacity while holding that office.

(e) Nothing contained in this Article shall be construed to limit the rights and powers the Corporation possesses under the Pennsylvania Business Corporation Law of 1988 or otherwise, including, but not limited to, the powers to purchase and maintain insurance, create funds to secure or insure its indemnification obligations, and any other rights or powers the Corporation may otherwise have under applicable law.

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(f) The provisions of this Article may, at any time (and whether before or after there is any basis for a claim for indemnification or for the advancement or reimbursement of expenses pursuant hereto), be amended, supplemented, waived, or terminated, in whole or in part, with respect to any person covered by Section 602 hereof by a written agreement signed by the Corporation and such person.

(g) The Corporation shall have the right to appoint the attorney for a person covered by Section 602 hereof, provided such appointment is not unreasonable under the circumstances.

ARTICLE VII. SHARES OF CAPITAL STOCK.

Section 701. Authority to Sign Share Certificates. Every share certificate shall be signed by the President or one of the Vice Presidents, if any, and by the Secretary or one of the Assistant Secretaries or by such other officers as may be authorized by the Board of Directors.

Section 702. Lost or Destroyed Certificates. Any person claiming a share certificate to be lost, destroyed or wrongfully taken shall receive a replacement certificate if said shareholder shall have: (a) requested such replacement certificate before the Corporation has notice that the shares have been acquired by a bona fide purchaser; (b) provided the Corporation with an indemnity agreement satisfactory in form and substance to the Board of Directors, or President or the Secretary; and (c) satisfied any other reasonable requirements (including, without limitation, providing a surety bond) fixed by the Board of Directors, or the President or the Secretary.

ARTICLE VIII. GENERAL.

Section 801. Fiscal Year. The fiscal year of the Corporation shall be determined from time to time by the Board of Directors.

Section 802. Signing Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers, or other person or persons, as the Board of Directors may from time to time designate.

Section 803. Designation of Presiding and Recording Officers. The directors or shareholders, at any meeting of the directors or shareholders, as the case may be, shall have the right to designate any person, whether or not an officer, director or shareholder, to preside over or record the proceedings of such meeting.

Section 804. Record Date. The Board of Directors may fix any time whatsoever prior to the date of any meeting of shareholders, or the date fixed for the payment of any dividend or distribution, or the date for the allotment of rights, or the date when any change or conversion or exchange of shares will be made or will go into effect, or for any other purpose, as a record date for the determination of the shareholders entitled to notice of, or to vote at any such meeting, or entitled to receive payment of any such dividend or distribution, or to receive any such allotment of rights, or to exercise the rights in respect to any such change, conversion or exchange of shares, except that in the case of a meeting of shareholders (other than an adjourned meeting) such record date may not be more than 90 days prior to the date of the meeting of shareholders.

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Section 805. Text of Proposed Resolution in Written Notice. Whenever the language of a proposed resolution is included in a written notice to shareholders, the shareholders’ meeting considering the resolution may adopt it with such clarifying or other amendments as do not enlarge its original purpose, without further notice to shareholders not present in person or by proxy.

Section 806. Absentee Participation in Meetings. One or more directors or shareholders may participate in a meeting of the Board of Directors, or of a committee of the Board, or a meeting of the shareholders, by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this Section shall constitute presence in person at the meeting.

Section 807. Emergency Bylaws. In the event of any emergency resulting from an attack on the United States, a nuclear disaster or another catastrophe as a result of which a quorum of the Board cannot readily be assembled, and until the termination of such emergency, the following bylaw provisions shall be in effect, notwithstanding any other provisions of these Bylaws:

(a) A special meeting of the Board of Directors may be called by any officer or director upon one hour’s notice; and

(b) The director or directors in attendance at the meeting shall constitute a quorum.

Section 808. Severability. If any provision of these Bylaws is illegal or unenforceable as such, such illegality or unenforceability shall not affect any other provision of these Bylaws and such other provisions shall continue in full force and effect.

Section 809. Successor Statutes. Any reference herein to the “Pennsylvania Business Corporation Law of 1988” or to any section thereof shall be deemed to be a reference to such Law, or successor statute, and the appropriate corresponding section thereof as the same may be amended or adopted from time to time hereafter.

ARTICLE IX. AMENDMENT OR REPEAL.

Section 901. Amendment or Repeal by Shareholders. These Bylaws may be amended or repealed, in whole or in part, by a vote of two-thirds of all shares of common stock of the Corporation issued and outstanding at any annual or special meeting of the shareholders duly convened after notice to the shareholders of that purpose.

Section 902. Amendment or Repeal by the Board of Directors. These Bylaws may be amended or repealed, in whole or in part, by the affirmative vote of a majority of the Board of Directors at any regular or special meeting of the Board duly convened.

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Section 903. Recording Amendments and Repeals. The text of all amendments and repeals to these Bylaws shall be attached to the Bylaws with a notation of the date of each such amendment or repeal and a notation of whether such amendment or repeal was adopted by the shareholders or the Board of Directors.

ARTICLE X. ADOPTION OF BYLAWS AND RECORD OF AMENDMENTS AND REPEALS.

Section 1001. Adoption and Effective Date. These Bylaws have been adopted as the Bylaws of the Corporation this 1^st day of July, 2015, and shall be effective as of said date.

Section 1002. Amendments or Repeals.



Section Involved	Date Amended or Repealed	Adopted By

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Exhibit 99.1

CAPGEMINI

Press relations:

Christel Lerouge

Tel: +33 1 47 54 50 71

Investors’ relations:

Vincent Biraud

Tel: +33 1 47 54 50 87

IGATE

Salil Ravindran

Tel.: +1 510 298 8400

Capgemini completes the acquisition of

US-based IGATE Corporation

Paris, July 1^st, 2015 – Capgemini, one of the world’s foremost providers of consulting, technology and outsourcing services, today announced that it has completed the acquisition of IGATE Corporation. IGATE Corporation is a prominent technology and services company headquartered in New Jersey with 2014 revenues of $1.3 billion. The transaction is expected to be accretive to Capgemini normalized Earnings Per Share (EPS)¹ by at least 12% in 2016 and 16% in 2017.

Paul Hermelin, Chairman and CEO of Capgemini, said: “This acquisition represents a major step in Capgemini’s history. With IGATE, our operations in North America have taken a new dimension and are now our largest market in revenues. Our combined operations in India have now reached the size to compete at par with the world leaders in our industry. It will also benefit our customers by taking further our industrialization and innovation initiatives. On behalf of our group, I’m glad to welcome the 31,000 people of IGATE to Capgemini”.

Pursuant to the terms of the Merger Agreement, announced on April 27, 2015, IGATE Corporation became the indirect wholly owned subsidiary of Capgemini and each issued and outstanding share of IGATE Corporation common stock (other than shares of IGATE Corporation common stock owned as treasury stock or by Capgemini) was converted into the right to receive $48.00 in cash, without interest. As a result of the acquisition, IGATE Corporation shares will cease trading, and will be delisted from, the NASDAQ Global Select Market.

About Capgemini

With more than 145,000 people in over 40 countries, Capgemini is one of the world’s foremost providers of consulting, technology and outsourcing services. The Group reported 2014 global revenues of EUR 10,573 million. Together with its clients, Capgemini creates and delivers business and technology solutions that fit their needs and drive the results they want. A deeply multicultural organization, Capgemini has developed its own way of working, the Collaborative Business Experience^TM, and draws on Rightshore^®, its worldwide delivery model.

¹	Adjusted for the impact of restructuring costs and amortization of intangible assets acquired through business combinations net of tax

Forward-Looking Statements

This press release contains forward-looking statements under the federal securities laws. Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those set forth in such statements. We can give no assurance that any future results discussed in these statements will be achieved. Readers are cautioned not to place undue reliance on these forward-looking statements, and any such forward-looking statements are qualified in their entirety to the cautionary statements contained in this press release. Cap Gemini is under no duty to update forward-looking statements and expressly disclaims any obligation to do so.

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