Virtusa Stockholders Approve Transaction with Baring Private Equity Asia
November 20 2020 - 4:05PM
Business Wire
Virtusa Corporation (NASDAQ
GS: VRTU) today announced that its stockholders voted to
adopt the previously announced merger agreement (the
“Transaction”), under which funds affiliated with Baring Private
Equity Asia (“BPEA”) will acquire all outstanding shares of common
stock of Virtusa for $51.35 per share in an all-cash transaction
valued at approximately $2.0 billion.
At the special meeting of Virtusa stockholders held on November
20, 2020, approximately 98.7% of the shares voted were cast in
favor of the Transaction, representing approximately 81.1% of
Virtusa’s total outstanding shares of common stock. Virtusa will
file a Form 8-K disclosing the full voting results.
"On behalf of Virtusa’s Board of Directors and executive
management team, I would like to thank our shareholders for their
overwhelming support of the transaction with BPEA," said Kris
Canekeratne, Chairman and CEO of Virtusa. “Our partnership with
BPEA will accelerate our plans to be the leading provider of
digital transformation for global 2000 companies, and we look
forward to the close of the transaction.”
The Transaction, which is expected to close in the first half of
2021, is subject to customary regulatory requirements, including
approval from The Committee on Foreign Investment in the United
States (CFIUS), and customary closing conditions.
About Virtusa
Virtusa Corporation (NASDAQ GS: VRTU) is a global provider of
digital business strategy, digital engineering, and information
technology (IT) services and solutions that help clients change,
disrupt, and unlock new value through innovation engineering.
Virtusa serves Global 2000 companies in Banking, Financial
Services, Insurance, Healthcare, Communications, Media,
Entertainment, Travel, Manufacturing, and Technology
industries.
Virtusa helps clients grow their business with innovative
products and services that create operational efficiency using
digital labor, future-proof operational and IT platforms, and
rationalization and modernization of IT applications
infrastructure. This is achieved through a unique approach blending
deep contextual expertise, empowered agile teams, and measurably
better engineering to create holistic solutions that drive business
forward at unparalleled velocity enabled by a culture of
cooperative disruption.
About BPEA
Baring Private Equity Asia (BPEA) is one of the largest and most
established private alternative investment firms in Asia, with
assets under management of approximately US$20 billion. The firm
runs a private equity investment program, sponsoring buyouts and
providing growth capital to companies for expansion or acquisitions
with a particular focus on the Asia Pacific region, as well as
investing in companies globally that can benefit from further
expansion into the Asia Pacific region. BPEA also manages dedicated
funds focused on private real estate and private credit. The firm
has a 23-year history and over 190 employees located across offices
in Hong Kong, China, India, Japan, Singapore, Australia, and the
US. BPEA currently has over 40 portfolio companies active across
Asia with a total of 224,000 employees and sales of approximately
US$39 billion.
For more information, please visit www.bpeasia.com
Forward Looking Statements
This communication contains “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of
1995. The Company generally identifies forward-looking statements
by terminology such as “may,” “will,” “should,” “expects,” “plans,”
“anticipates,” “could,” “intends,” “target,” “projects,”
“contemplates,” “believes,” “estimates,” “predicts,” “potential” or
“continue” or the negative of these terms or other similar words.
These statements are only predictions. The Company has based these
forward-looking statements largely on its then-current expectations
and projections about future events and financial trends as well as
the beliefs and assumptions of management. Forward-looking
statements are subject to a number of risks and uncertainties, many
of which involve factors or circumstances that are beyond the
Company’s control. The Company’s actual results could differ
materially from those stated or implied in forward-looking
statements due to a number of factors, including but not limited
to: (i) risks associated with timing of the closing of the proposed
merger transaction, including the risks that a condition to closing
would not be satisfied within the expected timeframe or at all or
that the closing of the proposed merger transaction will not occur;
(ii) the outcome of any legal proceedings that may be instituted
against the parties and others related to the merger agreement;
(iii) the occurrence of any event, change or other circumstance or
condition that could give rise to the termination of the merger
agreement; (iv) unanticipated difficulties or expenditures relating
to the proposed merger transaction, the response of business
partners and competitors to the announcement of the proposed merger
transaction, and/or potential difficulties in employee retention as
a result of the announcement and pendency of the proposed merger
transaction; and (v) those risks detailed in the Company’s most
recent Annual Report on Form 10-K and subsequent reports filed with
the SEC, as well as other documents that may be filed by the
Company from time to time with the SEC. Accordingly, you should not
rely upon forward-looking statements as predictions of future
events. The Company cannot assure you that the events and
circumstances reflected in the forward-looking statements will be
achieved or occur, and actual results could differ materially from
those projected in the forward-looking statements. The
forward-looking statements made in this communication relate only
to events as of the date on which the statements are made. Except
as required by applicable law or regulation, the Company undertakes
no obligation to update any forward-looking statement to reflect
events or circumstances after the date on which the statement is
made or to reflect the occurrence of unanticipated events.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20201120005713/en/
Media: Conversion Marketing Ron Favali, 727-512-4490
ron@conversionam.com Investors: ICR William Maina,
646-277-1236 william.maina@icrinc.com Additional Investors:
MacKenzie Partners, Inc. Bob Marese, 212-929-5405
bmarese@mackenziepartners.com
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