BEIJING, Aug. 29, 2014 /PRNewswire/ -- iSoftStone Holdings
Limited ("iSoftStone" or "the Company," NYSE: ISS), a leading
China-based IT services provider
in the People's Republic of China,
announced today the completion of the merger (the "merger") with
New iSoftStone Acquisition Limited ("Merger Sub"), a wholly-owned
subsidiary of New iSoftStone Holdings Limited ("Parent"), pursuant
to the agreement and plan of merger (the "merger agreement") dated
April 18, 2014 by and among Parent,
Merger Sub and the Company. As a result of the merger, the Company
ceased to be a publicly traded company and became a wholly-owned
subsidiary of Parent.
Under the terms of the merger agreement, each of the Company's
ordinary shares, par value US$0.0001
per share (the "Shares") issued and outstanding immediately prior
to the effective time of the merger has been canceled in exchange
for the right to receive US$0.57 in
cash without interest, and each of the Company's American
depositary shares, each representing ten Shares (the "ADSs") issued
and outstanding immediately prior to the effective time of the
merger has been canceled in exchange for the right to receive
US$5.70 in cash without interest
(less US$0.05 per ADS cancellation
fee), other than (a) Shares (including Shares represented by ADSs)
owned by New Tekventure Limited ("Holdco"), Parent, Merger Sub or
the Company (as treasury shares, if any), or by any direct or
indirect wholly-owned Subsidiary of Holdco, Parent, Merger Sub or
the Company, in each case immediately prior to the effective time
of the merger, (b) Shares (including Shares represented by ADSs)
reserved (but not yet allocated) by the Company for settlement upon
exercise and/or vesting of the options, restricted shares and
restricted share unit awards of the Company issued under its share
incentive plans (the "Share Awards"), (c) Shares (including Shares
issuable under Share Awards and Shares represented by ADSs)
beneficially owned by certain rollover shareholders and (d) Shares
owned by shareholders who have validly exercised and have not
effectively withdrawn or lost their dissenters' rights under the
Cayman Companies Law (the Shares described under (a) through (d)
above are collectively referred to herein as the "Excluded
Shares").
Shareholders of record as of the effective time of the merger
who are entitled to the merger consideration will receive a letter
of transmittal and instructions on how to surrender their share
certificates in exchange for the merger consideration. Shareholders
should wait to receive the letter of transmittal before
surrendering their share certificates. As soon as practicable after
the date of this announcement, J.P. Morgan Chase Bank, N.A., in its
capacity as ADS depositary (the "ADS Depositary") will call for the
surrender of all ADSs (other than any ADS that represents Excluded
Shares) for delivery of the merger consideration. Upon the
surrender of ADSs, the ADS Depositary will pay to the surrendering
holders US$5.70 per ADS surrendered
in cash without interest (less US$0.05 per ADS cancellation fee).
The Company also announced today that it has requested that
trading of its ADSs on the New York Stock Exchange ("NYSE") be
suspended. The Company requested NYSE to file a notification on
Form 25 with the Securities and Exchange Commission (the "SEC") to
remove its ADSs from listing on NYSE and withdraw the registration
of its registered securities under section 12(b) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). The
deregistration under section 12(b) will become effective in 90 days
after the filing of Form 25 or such shorter period as may be
determined by the SEC. The Company will also terminate the
registration of its registered securities under section 12(g) of
the Exchange Act and suspend its reporting obligations thereunder
by filing a certificate and notice on Form 15. The Company's
obligations to file with the SEC certain reports and forms,
including Form 20-F and Form 6-K, will be suspended immediately as
of the filing date of the Form 15 and will terminate once the
deregistration under section 12(g) becomes effective in 90 days
after the filing of Form 15 or such shorter period as may be
determined by the SEC.
In connection with the merger, Goldman Sachs (Asia) L.L.C. is serving as financial advisor
to the independent committee of the board of directors of the
Company (the "Independent Committee"). Kirkland & Ellis is
serving as U.S. legal advisor to the Independent Committee and
Hankun Law Offices and Maples and Calder are serving as PRC and
Cayman Islands legal advisors to
the Company, respectively. O'Melveny & Myers is the
Company's U.S. legal advisor.
Lazard is serving as financial advisor to Mr. Tianwen Liu,
the Chairman and Chief Executive Officer of the Company, funds
managed by China Everbright Investment Management Limited and
certain other management members and shareholders of the Company
and their respective affiliates (collectively, the "Buyer Group").
Cleary Gottlieb Steen & Hamilton LLP is serving as U.S.
legal advisor and with respect to the debt financing, Hong Kong and English law legal advisor to the
Buyer Group and Zhong Lun Law Firm and Conyers Dill &
Pearman are serving as PRC and Cayman
Islands legal advisors to the Buyer Group, respectively.
Clifford Chance is serving as
Hong Kong and English law legal
advisor to the mandated lead arranger of the debt financing and
Fangda Partners and Walkers are serving as PRC and Cayman Islands legal advisors, respectively,
to the mandated lead arranger of the debt financing.
About iSoftStone Holdings Limited
Founded in 2001, iSoftStone is a leading China-based IT services provider serving both
greater China and global clients.
iSoftStone provides an integrated suite of IT services and
solutions, including consulting & solutions, IT services,
and business process outsourcing services. The company focuses on
industry verticals that include technology, communications,
banking, financial services, insurance, energy, transportation, and
public sectors.
Cautionary Statement concerning Forward Looking
Statements
This document may include certain statements that are not
descriptions of historical facts, but are forward-looking
statements. Forward-looking statements can generally be identified
by the use of forward-looking terminology such as "will," "should,"
"may," "believes," "expects" or similar expressions. All of such
assumptions are inherently subject to uncertainties and
contingencies beyond the Company's control and based upon premises
with respect to future business decisions, which are subject to
change. The Company does not undertake any obligation to update any
forward-looking statement, except as required under applicable
law.
For more information, please contact:
iSoftStone Holdings Limited
Mr. Charles Zhang
Acting Chief Financial Officer
ir@isoftstone.com
Christensen
Mr. Tom Myers
+86 10 5900 1548
tmyers@christensenir.com
SOURCE iSoftStone Holdings Limited