BEIJING (dpa-AFX) - Chinese IT services provider iSoftStone Holdings Ltd. (ISS) said Friday that it has entered into a definitive agreement and plan of merger with New iSoftStone Holdings Ltd. and New iSoftStone Acquisition Ltd., pursuant to which New iSoftStone will acquire iSoftStone for US$0.57 per ordinary share of the company or US$5.70 per American depositary share.
This represents a premium of 17.8% over iSoftStone's closing price of US$4.84 per ADS on June 5, 2013, the last trading day prior to June 6, 2013, the date that the company announced that it had received a 'going-private' proposal. It also represents a premium of 11. 5% over the company's closing price of US$5.11 on Thursday.
Following the completion of the deal, New iSoftStone will be beneficially owned by Tianwen Liu, the Chairman and Chief Executive Officer of iSoftStone, and the funds managed by China Everbright Investment Management Ltd. and certain other management members and shareholders of iSoftStone and their respective affiliates.
As of March 31, the buyer group beneficially own, in the aggregate, about 21.9% of the outstanding shares of the company.
iSoftStone's board of directors has approved the merger agreement and the deal and resolved to recommend that the company's shareholders vote to authorize and approve it.
The buyer group plans to fund the deal through a combination of the equity financings provided by Tianwen Liu and Everbright pursuant to customary equity commitment letters, and the proceeds from a committed and underwritten loan facility contemplated by a debt commitment letter dated April 18 pursuant to which China Merchants Bank Co., Ltd., Hong Kong branch has agreed as the mandated lead arranger to arrange US$130 million in the aggregate of debt financing for the deal.
If completed, the deal will result in iSoftStone becoming a privately-held company and its ADSs will no longer be listed on the New York Stock Exchange.
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