|By PR Newswire||
|August 29, 2014 04:10 PM EDT||
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certain rollover shareholders and (d) Shares owned by shareholders who have validly exercised and have not effectively withdrawn or lost their dissenters' rights under the Cayman Companies Law (the Shares described under (a) through (d) above are collectively referred to herein as the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
Mr. Tom Myers
+86 10 5900 1548
SOURCE iSoftStone Holdings Limited
The 5th International DevOps Summit, co-located with 17th International Cloud Expo – being held November 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA – announces that its Call for Papers is open. Born out of proven success in agile development, cloud computing, and process automation, DevOps is a macro trend you cannot afford to miss. From showcase success stories from early adopters and web-scale businesses, DevOps is expanding to organizations of all sizes, including the...
May. 25, 2015 05:30 PM EDT Reads: 3,898
Over the years, a variety of methodologies have emerged in order to overcome the challenges related to project constraints. The successful use of each methodology seems highly context-dependent. However, communication seems to be the common denominator of the many challenges that project management methodologies intend to resolve. In this respect, Information and Communication Technologies (ICTs) can be viewed as powerful tools for managing projects. Few research papers have focused on the way...
May. 25, 2015 05:00 PM EDT Reads: 1,639
As the world moves from DevOps to NoOps, application deployment to the cloud ought to become a lot simpler. However, applications have been architected with a much tighter coupling than it needs to be which makes deployment in different environments and migration between them harder. The microservices architecture, which is the basis of many new age distributed systems such as OpenStack, Netflix and so on is at the heart of CloudFoundry – a complete developer-oriented Platform as a Service (PaaS...
May. 25, 2015 05:00 PM EDT Reads: 1,511
In high-production environments where release cycles are measured in hours or minutes — not days or weeks — there's little room for mistakes and no room for confusion. Everyone has to understand what's happening, in real time, and have the means to do whatever is necessary to keep applications up and running optimally. DevOps is a high-stakes world, but done well, it delivers the agility and performance to significantly impact business competitiveness.
May. 25, 2015 05:00 PM EDT Reads: 1,789
The OpenStack cloud operating system includes Trove, a database abstraction layer. Rather than applications connecting directly to a specific type of database, they connect to Trove, which in turn connects to one or more specific databases. One target database is Postgres Plus Cloud Database, which includes its own RESTful API. Trove was originally developed around MySQL, whose interfaces are significantly less complicated than those of the Postgres cloud database. In his session at 16th Cloud...
May. 25, 2015 05:00 PM EDT Reads: 985
SAP is delivering break-through innovation combined with fantastic user experience powered by the market-leading in-memory technology, SAP HANA. In his General Session at 15th Cloud Expo, Thorsten Leiduck, VP ISVs & Digital Commerce, SAP, discussed how SAP and partners provide cloud and hybrid cloud solutions as well as real-time Big Data offerings that help companies of all sizes and industries run better. SAP launched an application challenge to award the most innovative SAP HANA and SAP HANA...
May. 25, 2015 04:00 PM EDT Reads: 2,972
With major technology companies and startups seriously embracing IoT strategies, now is the perfect time to attend @ThingsExpo in Silicon Valley. Learn what is going on, contribute to the discussions, and ensure that your enterprise is as "IoT-Ready" as it can be! Internet of @ThingsExpo, taking place Nov 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with 17th Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading in...
May. 25, 2015 04:00 PM EDT Reads: 2,409
P2P RTC will impact the landscape of communications, shifting from traditional telephony style communications models to OTT (Over-The-Top) cloud assisted & PaaS (Platform as a Service) communication services. The P2P shift will impact many areas of our lives, from mobile communication, human interactive web services, RTC and telephony infrastructure, user federation, security and privacy implications, business costs, and scalability. In his session at @ThingsExpo, Robin Raymond, Chief Architect...
May. 25, 2015 03:00 PM EDT Reads: 4,109
The widespread success of cloud computing is driving the DevOps revolution in enterprise IT. Now as never before, development teams must communicate and collaborate in a dynamic, 24/7/365 environment. There is no time to wait for long development cycles that produce software that is obsolete at launch. DevOps may be disruptive, but it is essential. The DevOps Summit at Cloud Expo – to be held June 3-5, 2015, at the Javits Center in New York City – will expand the DevOps community, enable a wide...
May. 25, 2015 03:00 PM EDT Reads: 1,748
There is no question that the cloud is where businesses want to host data. Until recently hypervisor virtualization was the most widely used method in cloud computing. Recently virtual containers have been gaining in popularity, and for good reason. In the debate between virtual machines and containers, the latter have been seen as the new kid on the block – and like other emerging technology have had some initial shortcomings. However, the container space has evolved drastically since coming on...
May. 25, 2015 02:45 PM EDT Reads: 1,067
The 17th International Cloud Expo has announced that its Call for Papers is open. 17th International Cloud Expo, to be held November 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA, brings together Cloud Computing, APM, APIs, Microservices, Security, Big Data, Internet of Things, DevOps and WebRTC to one location. With cloud computing driving a higher percentage of enterprise IT budgets every year, it becomes increasingly important to plant your flag in this fast-expanding bu...
May. 25, 2015 02:00 PM EDT Reads: 4,117
Cloud Expo, Inc. has announced today that Andi Mann returns to DevOps Summit 2015 as Conference Chair. The 4th International DevOps Summit will take place on June 9-11, 2015, at the Javits Center in New York City. "DevOps is set to be one of the most profound disruptions to hit IT in decades," said Andi Mann. "It is a natural extension of cloud computing, and I have seen both firsthand and in independent research the fantastic results DevOps delivers. So I am excited to help the great team at ...
May. 25, 2015 02:00 PM EDT Reads: 1,480
Explosive growth in connected devices. Enormous amounts of data for collection and analysis. Critical use of data for split-second decision making and actionable information. All three are factors in making the Internet of Things a reality. Yet, any one factor would have an IT organization pondering its infrastructure strategy. How should your organization enhance its IT framework to enable an Internet of Things implementation? In his session at Internet of @ThingsExpo, James Kirkland, Chief Ar...
May. 25, 2015 02:00 PM EDT Reads: 4,660
All major researchers estimate there will be tens of billions devices - computers, smartphones, tablets, and sensors - connected to the Internet by 2020. This number will continue to grow at a rapid pace for the next several decades. With major technology companies and startups seriously embracing IoT strategies, now is the perfect time to attend @ThingsExpo, June 9-11, 2015, at the Javits Center in New York City. Learn what is going on, contribute to the discussions, and ensure that your enter...
May. 25, 2015 01:15 PM EDT Reads: 1,776
The security devil is always in the details of the attack: the ones you've endured, the ones you prepare yourself to fend off, and the ones that, you fear, will catch you completely unaware and defenseless. The Internet of Things (IoT) is nothing if not an endless proliferation of details. It's the vision of a world in which continuous Internet connectivity and addressability is embedded into a growing range of human artifacts, into the natural world, and even into our smartphones, appliances, a...
May. 25, 2015 01:00 PM EDT Reads: 6,135