Virtusa Proposes to Launch Process to Delist Polaris Consulting & Services, Limited
Under applicable Indian laws, Polaris can be delisted by the acquisition of ordinary shares of Polaris if such acquisition would result in the equity interest of Virtusa India and its affiliates in Polaris being at least equal to or higher than 90% of the total ordinary shares issued by Polaris and satisfaction of certain other applicable regulatory conditions (“Minimum Tender Condition”). Currently, Virtusa India holds approximately 74.40% of the total outstanding shares of Polaris.
The proposed delisting is subject to certain conditions, including the satisfaction of the Minimum Tender Condition, the approval of the Polaris shareholders and regulatory approvals. If consummated, the purchase of the ordinary shares of Polaris will be carried out in accordance with the applicable SEBI delisting regulations at a price to be determined through the reverse book building process.
Virtusa India and its affiliates have the right not to purchase the
offered shares if the final price discovered through the above process
is not acceptable to
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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 management's plans, objectives, and strategies. These
forward-looking statements include, but are not limited to, plans,
objectives, expectations and intentions and other statements contained
in this press release that are not historical facts, and statements
identified by words such as “expects,” “anticipates,” “intends,”
“plans,” “believes,” “see,” “seeks,” “estimates,” “will,” “should,”
“may,” “confident,” “positions,” “look forward to,” and variations of
such words or words of similar meaning and the use of future dates.
These forward-looking statements reflect our current views about our
plans, intentions, expectations, strategies and prospects, which are
based on the information currently available to us and on assumptions we
have made. Although we believe that our plans, intentions, expectations,
strategies and prospects as reflected in or suggested by those
forward-looking statements are reasonable, we can give no assurance that
these plans, intentions, expectations or strategies will be attained or
achieved. Furthermore, actual results may differ materially from those
described in the forward-looking statements and will be affected by a
variety of risks and factors that are beyond our control including,
without limitation: uncertainties as to the timing or ability to
successfully consummate the delisting offer under the Indian Delisting
Regulations; the receipt of the necessary regulatory approvals for the
acquisition of the balance of shares in Polaris pursuant to a delisting
offer; any increase in Virtusa’s borrowings in connection with the
acquisition of the balance of shares in Polaris and Virtusa’s ability to
service such indebtedness with future cash flows; Virtusa’s failure to
realize the intended benefits of the Polaris delisting transaction,
including the inability to integrate Virtusa’s and Polaris’ business and
operations to realize the anticipated synergies and cost savings in the
expected amounts or within the anticipated time frames or cost
expectations or at all;
View source version on businesswire.com: http://www.businesswire.com/news/home/20171026005739/en/
Source:
Media:
Greenough
Amy Legere, 617-275-6517
alegere@greenough.biz
or
Investors:
ICR
William
Maina, 646-277-1236
william.maina@icrinc.com