Providence Equity Partners and Ayala Corp. has offered to acquire eTelecare Global Solutions Inc. (Nasdaq: ETEL), a provider of business process outsourcing solutions. The eTelecare board has voted to recommend the offer to shareholders, who would receive $9 per common share or ADS.
EGS Acquisition Co LLC, jointly owned by affiliates of Ayala Corporation and Providence Equity Partners, today announced that it has commenced a tender offer to acquire all of the issued and outstanding common shares and American Depositary Shares (ADSs) of eTelecare Global Solutions, Inc. (NASDAQ: ETEL; PSE: ETEL), a leading provider of complex business process outsourcing (BPO) solutions, at a price of $9.00 in cash per common share or ADS pursuant to the definitive agreement between EGS Acquisition Co LLC and eTelecare announced on September 19, 2008.
The board of directors of eTelecare (excluding the interested director) has unanimously recommended that eTelecare’s holders of common shares and ADSs accept the offer and tender their shares and ADSs into the offer.
EGS Acquisition Co LLC today filed a tender offer statement on Schedule TO with the United States Securities and Exchange Commission (U.S. SEC), and similar documentation with the Philippine Securities and Exchange Commission (Philippine SEC), setting forth the terms of the offer. eTelecare today filed a solicitation/recommendation statement on Schedule 14D-9 with the U.S. SEC, and similar documentation with the Philippine SEC, setting forth, among other things, the recommendation of eTelecare’s board of directors that eTelecare holders of common shares and ADSs tender their shares into the offer.
The offer is conditioned upon, among other things, there being validly tendered and not withdrawn before the expiration of the offer that number of eTelecare common shares and ADSs which represents at least 66.67% of the common shares and ADSs outstanding on a fully diluted basis (after giving effect to the exercise, conversion or termination of all options, warrants, rights and securities exercisable or convertible into or for common shares or ADSs). Holders of common shares and ADSs owning approximately 64.8% of the common shares and ADSs outstanding as of September 30, 2008 have agreed to tender their common shares and ADSs into the offer pursuant to support agreements entered into with EGS Acquisition Co LLC, which includes approximately 21.6% of the common shares and ADSs outstanding that are owned by a wholly-owned subsidiary of Ayala. The offer is not subject to any financing condition.
The offer and withdrawal rights will expire at 2:00 p.m. Philippines time, 1:00 a.m. New York City time, on Thursday, December 11, 2008, unless the offer is extended. The offer to purchase and the related application to sell common shares and ADS letter of transmittal contain important information and holders of common shares and ADSs should read these documents carefully before making any decision with respect to the offer.
The United States dealer manager for the offer is Georgeson Securities Corporation, the common share information agent for the offer is Deutsche Regis (in the Philippines) and the ADS information agent for the offer is Georgeson (in the United States).
About eTelecare Global Solutions
Founded in 1999, eTelecare Global Solutions is a leading provider of business process outsourcing (BPO) focusing on the complex, voice and non-voice based segment of customer-care services. It provides a range of services, including technical support, customer service, sales, customer retention, chat and email from both onshore and offshore locations. Services are provided from delivery centers in the Philippines, North America, and Latin America. Additional information is available at www.etelecare.com.
Ayala Corporation was founded in 1834 and is the holding company of one of the largest and most diversified business groups in the Philippines, with interests that include real estate, financial services, telecommunications, electronics, and information technology. LiveIt Investments Limited is its holding company in the BPO sector, with significant holdings in eTelecare, Integreon and Affinity Express. Additional information is available at www.ayala.com.ph.
Providence Equity Partners is the leading global private equity firm specializing in equity investments in media, entertainment, communications and information companies around the world. The principals of Providence manage funds with approximately $22 billion in equity commitments and have invested in more than 100 companies operating in over 20 countries since the firm’s inception in 1989. Significant investments include Aditya Birla Telecom, Bell Canada, Bresnan Broadband Holdings, Casema, Com Hem, Digiturk, Education Management Corporation, eircom, Freedom Communications, Hulu, Idea Cellular, Kabel Deutschland, Metro-Goldwyn-Mayer, NexTag, Ono, Open Solutions, PanAmSat, ProSiebenSat.1, Recoletos, TDC, Univision, VoiceStream Wireless, Warner Music Group, Western Wireless and Yankees Entertainment and Sports Network. Providence is headquartered in Providence, RI (USA) and has offices in New York, Los Angeles, London, Hong Kong and New Delhi. Additional information is available at www.provequity.com.