Virtusa Sets Rs. 370 Per Share Indicative Price for Polaris Delisting Offer
January 16 2018 - 8:00AM
Business Wire
Virtusa Corporation (NASDAQ GS: VRTU), a global business
consulting and IT outsourcing company that accelerates business
outcomes for its clients, reported that Virtusa Consulting
Services, Virtusa’s Indian subsidiary (“Virtusa India”), in a
notification to the applicable Indian stock exchanges, has set Rs.
370 per share (approximately $5.83 per share) as the indicative
price (“Indicative Offer”) for the delisting of shares of Polaris
Consulting & Services Limited (“Polaris”), from applicable
Indian stock exchanges.
Virtusa India, which owns approximately 74.6% of the outstanding
equity shares of Polaris, also stated, as part of its notification
to the Indian stock exchanges, that its Indicative Offer is at:
(i) 67.6% premium to Rs. 220.73 per equity share (Takeover
Offer Price), at which Virtusa India acquired 78.65 % of the
voting share capital of Polaris in March 2016 from the promoters
and the public shareholders in accordance with the provisions of
Securities and Exchange Board of India (“SEBI”) Takeover
Regulations ; and
(ii) 59.2% premium to the Floor Price of Rs. 232.37, as
determined in accordance with the SEBI Delisting Regulations.
Virtusa India also stated, as part of its notification to the
Indian stock exchanges, the Indicative Offer Price should in no way
be construed as:
(a) A ceiling or minimum price for the purpose of the reverse
book building process and the public shareholders are free to
tender their equity shares at any price irrespective of the
Indicative Offer Price, in accordance with the SEBI Delisting
Regulations; or
(b) A commitment by Virtusa India to accept the equity shares
tendered in the Delisting Offer, if the Discovered Price (i.e., the
final delisting price as determined in accordance with the reverse
book building process as set out in the SEBI Delisting Regulations)
is less than the Indicative Offer Price; or
(c) An obligation on Virtusa India to pay the Indicative Offer
Price in the event the Discovered Price is lower than the
Indicative Offer Price; or
(d) Any restriction on the ability of Virtusa India to acquire
equity shares at a price higher or lower than the Indicative Offer
Price.
If fully subscribed at the Indicative Offer, the aggregate
consideration for the remaining 25.6% outstanding shares of Polaris
would be approximately $154.0 million.
While the delisting price is determined by the reverse book
build process, Virtusa India will have the option to accept or
reject the discovered price at its sole discretion.
Virtusa intends to finance the delisting offer by refinancing
existing debt with a new senior secured credit facility.
Forward-Looking Statements
This press release contains certain “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act
of 1995, Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended,
including statements regarding, the delisting offer by Virtusa
India to acquire shares of Polaris, of which no assurance can be
provided that the delisting process will occur or, if consummated,
on terms favorable to Virtusa or that we will be able to
successfully refinance the existing debt to finance the delisting,
and if so, on terms favorable to Virtusa. For additional disclosure
regarding these and other risks faced by Virtusa, see the
disclosure contained in Virtusa's public filings with the
Securities and Exchange Commission, including Virtusa’s Annual
Report on Form 10-K for the fiscal year ended March 31, 2017 and
subsequent Quarterly Reports on Form 10-Q, as filed with the
Securities and Exchange Commission.
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version on businesswire.com: http://www.businesswire.com/news/home/20180116005727/en/
Media:GreenoughAmy Legere,
617-275-6517alegere@greenough.bizorInvestors:ICRWilliam
Maina, 646-277-1236william.maina@icrinc.com
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