| Home | Back | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
LETTER OF
OFFER THIS DOCUMENT
IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION This
Letter of Offer is sent to you as a Shareholder(s) of MphasiS BFL Limited. If
you require any clarifications about the action to be taken, you may consult
your stock broker or investment consultant or the Manager to the Offer /
Registrar to the Offer. In case you have recently sold your Shares in MphasiS
BFL Limited, please hand over this Letter of Offer and the accompanying Form of
Acceptance cum Acknowledgement, form of withdrawal and transfer deed to the
member of the stock exchange through whom the said sale was
effected.
RISK
FACTORS �
The
Offer is conditional upon acceptance of 83,000,000 Shares (i.e. the entire Offer
Size). In case the number of valid
Shares tendered in the Offer is less than the Offer Size, the Acquirer shall not
accept any Shares tendered in the Offer. �
The
Offer is subject to the receipt of the approval of the RBI under the Foreign
Exchange Management Act, 1999 and the rules and regulations made thereunder for
(i) the acquisition of Shares by the Acquirer under the Offer; and (ii) the
opening and operation of the Escrow Account and special account referred to
hereunder, and other related matters. The
application for RBI approval for opening and operation of the Escrow Account and
special account has been filed on April 13, 2006, and the application for RBI
approval for the acquisition of Shares by the Acquirer under the Offer has been
filed on April 21, 2006. �
In
the event of regulatory approvals not being received in a timely manner or
litigation leading to a stay on the Offer, or SEBI instructing that the Offer
should not proceed, the Offer process may be delayed beyond the schedule
indicated in this Letter of Offer. Consequently, the payment of consideration to
the Shareholders whose Shares have been accepted in the Offer as well as the
return of the Shares not accepted by the Acquirer may be
delayed. �
The
Acquirer makes no assurance with respect to the market price of the Shares
during / after the Offer. �
The
Offer is for substantial acquisition of Shares along with acquisition of control
of the Target Company, and it is made in accordance with Regulation 10 and
Regulation 12 of the SEBI (SAST) Regulations. There is no assurance with respect to
the continuation of the past trend in the financial performance of the Target
Company. �
The
Shares tendered in the Offer will be held in trust by the Registrar to the Offer
till the completion of the Offer formalities, and the Shareholders will not be
able to trade such Shares. During such period there may be fluctuations in the
market price of the Shares. Accordingly, the Acquirer makes no assurance with
respect to the market price of the Shares both during the Offer period and upon
the completion of the Offer, and disclaims any responsibility with respect to
any decision by any Shareholder on whether to participate or not to participate
in the Offer. �
In
the event of oversubscription in the Offer, the acceptance of the Shares
tendered will be on a proportionate basis and will be contingent on the level of
oversubscription. �
The
Acquirer has not conducted any business activities or operations from the date
of its incorporation (i.e. March 8, 2006), and therefore has not earned any
major income till the date hereof. The
risk factors set forth above are not intended to cover a complete analysis of
all risks as perceived in relation to the Offer or in association with the
Acquirer and the PAC, but are only indicative. They do not relate to the present
or future business or operations of the Target Company or any other related
matters, and are neither exhaustive nor intended to constitute a complete
analysis of the risks involved in the participation by a Shareholder in the
Offer. The Shareholders are advised to consult their stockbroker, investment
consultant or tax advisor, if any, for further risks with respect to their
participation in the Offer.
CURRENCY OF
PRESENTATION In this
Letter of Offer, all references to "US$" are to United States Dollars. Certain
financial details contained herein are denominated in United States Dollars. The
Rupee equivalent quoted in each case is calculated in accordance with the RBI
reference exchange rate for the US$ translation as on April 3, 2006, namely 1
US$ = Rs. 44.61 (Source: www.rbi.org.in). Please note that all financial
data contained in this Letter of Offer has, where appropriate, been rounded off
to the nearest million / lacs, except as stated otherwise. IT IS TO BE DISTINCTLY UNDERSTOOD
THAT FILING OF THE DRAFT LETTER OF OFFER WITH SEBI SHOULD NOT IN ANY WAY BE
DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED, VETTED OR APPROVED BY SEBI.
THE DRAFT LETTER OF OFFER HAS BEEN SUBMITTED TO SEBI FOR A LIMITED PURPOSE OF
OVERSEEING WHETHER THE DISCLOSURES CONTAINED THEREIN ARE GENERALLY ADEQUATE AND
ARE IN CONFORMITY WITH THE SEBI (SAST) REGULATIONS. THIS REQUIREMENT IS TO
FACILITATE THE SHAREHOLDERS OF MPHASIS BFL LIMITED TO TAKE AN INFORMED DECISION
WITH REGARD TO THE OFFER. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR
FINANCIAL SOUNDNESS OF THE ACQUIRER, PAC OR THE TARGET COMPANY WHOSE SHARES ARE
PROPOSED TO BE ACQUIRED OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR
OPINIONS EXPRESSED IN THE LETTER OF OFFER. IT SHOULD ALSO BE CLEARLY UNDERSTOOD
THAT WHILE THE ACQUIRER IS PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY
AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THIS LETTER OF OFFER, THE MANAGER
TO THE OFFER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE ACQUIRER
DULY DISCHARGES ITS RESPONSIBILITY ADEQUATELY. IN THIS BEHALF, AND TOWARDS THIS
PURPOSE, CITIGROUP GLOBAL MARKETS INDIA PRIVATE LIMITED, THE MANAGER TO THE
OFFER, HAS SUBMITTED A DUE DILIGENCE CERTIFICATE DATED APRIL 13, 2006 TO SEBI IN
ACCORDANCE WITH THE SEBI (SAST) REGULATIONS AND SUBSEQUENT AMENDMENTS THERETO.
THE FILING OF THE LETTER OF OFFER DOES NOT, HOWEVER, ABSOLVE THE ACQUIRER FROM
THE REQUIREMENT OF OBTAINING SUCH STATUTORY CLEARANCES AS MAY BE REQUIRED FOR
THE PURPOSE OF THE OFFER. Background of the
Offer 1.
This
conditional open offer (�Offer�) is being made voluntarily by TH Holdings
(the �Acquirer�) along with Electronic Data Systems Corporation (the
�PAC�) to the Shareholders, in accordance with Regulations 10 and 12 of
the SEBI (SAST) Regulations, for the purpose of substantial acquisition of
Shares and voting rights of the Target Company accompanied with a change in
control of the Target Company, as indicated herein. 2.
The PAC
is the ultimate parent company of and the beneficial owner of 100% of the share
capital of the Acquirer. Save and except the PAC, no other person is acting in
concert with the Acquirer for the purpose of the Offer. 3.
The
Acquirer and the PAC do not hold any Shares as of the date of this Letter of
Offer and have not entered into any agreement/arrangement for the acquisition of
Shares and/or change in control of the Target Company. 4.
The
Acquirer, the PAC and the Target Company have not been prohibited by SEBI from
dealing in securities, in terms of directions issued under Section 11B of, or
any other regulations made under, the Securities and Exchange Board of India
Act, 1992 ( the �SEBI Act�). 5.
Upon
the successful completion of the Offer, the Acquirer intends to reconstitute and
appoint its nominees as directors on the board of directors of the Target
Company. As of the date of this Letter of Offer, the Acquirer has not finalized
its representatives to be nominated on the board of directors of the Target
Company. 6.
The
Acquirer and the PAC have received a letter dated April 17, 2006 from Baring
India Investments Limited, PCC (�Baring�) indicating Baring�s intent to tender
its entire shareholding of 56,014,184 (Fifty Six Million Fourteen Thousand One
Hundred and Eighty Four) Shares in the Offer, which constitute 34.78% of the
Share Capital and 34.15% of the Diluted Voting Capital. It is clarified that
Baring has merely indicated its intention to tender its entire shareholding in
the Target Company in the Offer and has not given any guarantee, assurance or
undertaking to that effect. Baring may or may not tender its Shares in the
Offer. Details of the Offer
7.
The
Public Announcement announcing the Offer as per Regulation 15(1) of the SEBI
(SAST) Regulations was made in the following newspapers on Tuesday, April 4,
2006:
A copy of the
Public Announcement is available on SEBI�s website (http://www.sebi.gov.in). 8.
Any
decision for an upward revision in the Offer Price by the Acquirer till the last
date of revision (viz. May 25,
2006), or
withdrawal of the Offer would be communicated by way of a public announcement in
the same newspapers in which the Public Announcement had appeared. In case of an
upward revision in the Offer Price, the Acquirer would pay such revised price
for all the Shares validly tendered any time during the Offer and accepted under
the Offer. 9.
The
Offer is being made to acquire 83,000,000 fully paid-up equity shares (�Offer Size�) of face value Rs. 10/-
each of the Target Company (each a �Share�) representing 51.54%[2]
of the voting equity share capital of the Target Company as on April 4, 2006
(�Share Capital�). The Offer is
being made at a price of Rs. 204.50 (Rupees Two Hundred and Four and Fifty Paise
Only) for each Share (such price, the �Offer Price�), to be paid in cash in
accordance with the SEBI (SAST) Regulations. As per information received from
the Target Company, there were 7,365,830 outstanding Employee Stock Options
(�ESOPs�) as on April 4, 2006 (the date of the Public Announcement), out
of which 2,977,290 ESOPs could be exercised by June 20, 2006 (i.e. within 15
days of the closure of the Offer) (�Exercisable ESOPs�). Assuming full
conversion of all Exercisable ESOPs into Shares, the share capital of the Target
Company would be 164,015,224 (�Diluted Voting Capital�). Accordingly,
based on the said information provided by the Target Company, as on
April 4, 2006, the Offer Size would represent
50.61% of the Diluted Voting Capital. 10.
The
Offer is conditional upon acceptance of the entire Offer Size of 83,000,000
Shares representing 51.54% of the Share Capital (50.61% of the Diluted Voting
Capital). In case the number of valid Shares tendered in the Offer is less than
the Offer Size, the Acquirer shall not accept any Shares tendered in the
Offer. 11.
There
are no partly paid-up Shares in the Target Company. 12.
If
there is a competitive bid: (i) The public offers under
all the subsisting bids shall close on the same date. (ii) As the Offer Price cannot be
revised during 7 (seven) working days prior to the closure of the Offer / bids,
it would, therefore, be in the interest of the Shareholders to wait till the
commencement of that period to know the final offer price of each bid and tender
their acceptance accordingly. 13.
There
have been no competitive bids as of the date of the Letter of
Offer. 14.
This
Offer is being made to all Shareholders. 15.
The Shares to
be acquired under this Letter of Offer are to be free from all liens, charges
and encumbrances and will be acquired together with all rights attached
thereto. 16.
No Shares
have been acquired either by the Acquirer or the PAC since the date of the
Public Announcement or during the 12-month period prior to the date of the
Public Announcement. Object of the Offer and future
plans 17.
The PAC and
its direct and indirect subsidiaries (the �EDS Group�) operates worldwide
and has achieved a leading global position in the information technology (�IT�) and business process outsourcing
(�BPO�) services industry. A key objective of the EDS Group is to
expand its current operations and investments in India in connection with its
business strategy. Acquiring a
controlling interest in the Target Company would enable the EDS Group to
facilitate the further realization of its strategy. 18.
The Acquirer
therefore proposes to acquire a controlling interest in the Target Company. The
Offer is made in compliance of and in accordance with Regulation 10 and
Regulation 12 of the SEBI (SAST) Regulations. The Offer is intended to give the
Acquirer control over the Target Company. 19.
The Acquirer
and the EDS Group would evaluate, based on various factors, the possibility of
integrating the Target Company�s operations with the EDS Group�s operations in
India, including a possible merger, assuming that the Offer is successful,
subject to applicable law. 20.
Disclosure in
terms of Regulation 16(ix) The Acquirer
currently has no plans to sell, dispose of or otherwise encumber any assets of
the Target Company in the next two years, except to the extent required (i) for
the purposes of restructuring or rationalization of assets, investments,
liabilities or otherwise of the Target Company or (ii) in the ordinary course of
business of the Target Company. It will be the responsibility of the board of
directors of the Target Company to make appropriate decisions in these matters
in accordance with the requirements of the business. Such approvals and
decisions will be governed by the provisions of the relevant regulations or any
other applicable laws or legislation at the relevant time. Further, during this
period, other than in the ordinary course of business, the Acquirer undertakes
not to sell, dispose of or otherwise encumber any substantial assets of the
Target Company, except with the prior approval of the
Shareholders. III.
BACKGROUND OF THE ACQUIRER AND THE
PERSON ACTING IN CONCERT TH Holdings (the �Acquirer�)
21.
The Acquirer
is an unlisted company incorporated on March 8, 2006, under the laws of the
Republic of Mauritius. It has its registered office at Les Cascades, Edith
Cavell Street, Port Louis, Republic of Mauritius. Tel : +230-212-9800; Fax :
+230-212-9833. 22.
The PAC is
the ultimate parent company and the beneficial owner of 100% of the share
capital of the Acquirer. 23.
Since the
Acquirer does not hold any Shares, the reporting requirements under Chapter II
of the SEBI (SAST) Regulations are not applicable. 24.
The board of
directors of the Acquirer and their addresses are as listed
below:
Mr.
Haubenstricker has been
Vice President for Finance Administration of EDS since January 2003 with
responsibility for EDS� corporate business development and corporate planning
and financial analysis organizations. He was Vice President of Strategic
Planning and Business Development from January 2002 to January 2003 and Managing
Director of Financial Planning and Reporting from 2000 to January 2002.
Mr. Haubenstricker began his career with EDS when he joined EDS�
finance organization in 1985. He has held various financial accounting, planning
and reporting positions in the United States and EMEA (EDS� Europe, Middle East
and Africa region). Mr.
Hernandez is Vice
President of Tax for EDS. In this position, he is responsible for managing the
global tax function of EDS, including worldwide tax compliance and reporting,
worldwide tax audit and controversy management, tax research and planning,
financial reporting for tax results, and tax policy coordination.
Mr. Hernandez joined EDS in 1996 as senior tax counsel where he provided
tax related legal advice on all aspects of U.S. and non-U.S. activities,
including all mergers and acquisitions both within and outside the United
States. In addition, Mr. Hernandez has represented EDS in its U.S. audits,
appeals and controversies before the IRS and the IRS Administrative Appeals
Division. Mr. Hernandez has over 13 years of work experience. Prior to
joining EDS, he was in private law practice in Dallas with the law firms Hughes
& Luce, LLP and Vinson & Elkins, LLP. Mr.
Ramtoola joined
International Management (Mauritius) Ltd. (�IMM�) in November 1992 and is
currently a Director of IMM. In this position, he is responsible for IMM�s
client accounts, secretarial matters and marketing. He joined IMM as assistant
General Manager and was appointed director in 1995. Mr. Ramtoola has over 18
years experience in auditing, accounting and tax, acquired in the UK and
Mauritius. Prior to joining IMM, Mr. Ramtoola has also obtained training and
implemented electronic point of sale system in supermarkets as Financial
Controller of Saood Superstore, UK as also assisted in the setting up of a
company involved in computer hardware and software as a freelance
consultant. Ms. Hew
Khee joined
IMM in July 2004 and is a Client Relations Manager for IMM. In this position,
she is responsible for managing relationships with IMM�s clients. Ms. Hew Khee
has over 13 years experience in auditing and accounting, acquired in the UK and
Mauritius, and 6 years experience at management level. Her experience ranges
from the owner managed to the large, listed companies operating in various
sectors such as finance (pension funds, investment funds, banking institutions),
manufacturing, hospitality and leisure, agriculture, retail, construction and
the global business sector. None of the
above directors are on the board of directors of the Target Company as on the
date of this Letter of Offer. 25.
The shares of
the Acquirer are not listed on any stock exchanges. 26.
The total
shareholders� equity of the Acquirer is US$1 (Rs. 44.61). 27.
Since the
Acquirer has been recently incorporated, its revenues, net profit, book value,
EPS and return on net worth are not ascertainable. The Acquirer has not
commenced business operations and has not earned any income till date.
28.
The Acquirer
has not promoted any company since its inception. Electronic Data Systems Corporation
(�EDS� or the �PAC�) 29.
EDS is a
listed company incorporated under the laws of Delaware and as mentioned above,
is the ultimate parent company and beneficial owner of 100% of the share capital
of the Acquirer. Its predecessor
was incorporated in Texas under the name �Electronic Data Systems Corporation�
in 1962. It has its principal office at 5400 Legacy Drive, Plano, Texas
75024-3199. Tel : +1-972-605-6000; Fax : +1-972-605-5613. 30.
EDS is a
leading global technology services company that delivers business solutions. EDS
delivers a broad portfolio of IT and BPO services to clients in the
manufacturing, financial services, healthcare, communications, energy,
transportation, consumer and retail industries and to governments around the
world. EDS founded the information technology outsourcing industry more than 40
years ago. 31.
Since EDS
does not hold any Shares, the reporting requirements under Chapter II of the
SEBI (SAST) Regulations are not applicable. 32.
EDS�
shareholding pattern as on March 1, 2006 is given below:
* EDS
estimates institutional investors hold approximately 93% of its outstanding
common stock, or approximately 478,500,000 shares. Based on
filings with the United States Securities and Exchange Commission (�SEC�), shareholders holding more than
5% of the outstanding common stock of EDS on December 31, 2005 are as
follows:
33.
The board of
directors of the PAC and their mailing addresses are as listed below:
Details
of the experience of the above directors and their ages as of April 13, 2006,
are as follows: W. Roy
Dunbar, 45, has
been a director of EDS since 2004.
He has been President, Global Technology and Operations of Master Card
International since September 2004.
Mr. Dunbar had been President, intercontinental operations of Eli Lilly
and Company, responsible for its Asia, Africa/Middle East, Latin America and the
Confederation of Independent States operations from January 2004 to September
2004, and was a member of Eli Lilly�s senior management forum. He had served as
Vice President of information technology and Chief Information Officer of Eli
Lilly since 1999. Mr. Dunbar joined Eli Lilly in 1990. He is also a director of
Humana Inc. Roger A.
Enrico, 61, has
been a director of EDS since 2000.
He has been Chairman of the Board
of DreamWorks Animation SKG, Inc. since October 2004 and is a former Chairman
and Chief Executive Officer of PepsiCo, Inc. As Chairman of DreamWorks, he is
involved in its investor relations, corporate strategic planning,
marketing and promotional strategy, succession planning and employee development
and oversees matters related to its corporate governance and Sarbanes-Oxley
compliance. Mr. Enrico was Chief Executive
Officer of PepsiCo, Inc. from April 1996 to April 2001, Chairman of the Board
from November 1996 to April 2001, and Vice Chairman from April 2001 to
March 2002. He joined PepsiCo, Inc.
in 1971, became President and CEO of Pepsi-Cola USA in 1983, President and CEO
of PepsiCo Worldwide Beverages in 1986, Chairman and CEO of Frito-Lay, Inc. in
1991 and Chairman and CEO of PepsiCo Worldwide Foods in 1992. Mr. Enrico was Chairman and CEO, PepsiCo
Worldwide Restaurants, from 1994 to 1997.
He is also a director of Belo Corporation, DreamWorks Animation SKG, Inc. and The
National Geographic Society.
S.
Malcolm Gillis, 65, has
been a director of EDS since 2005.
He has served as Zingler Professor of Economics and University Professor
at Rice University since June 2004.
Dr. Gillis was President of Rice University from 1993 to June 2004. He is also a director of Halliburton
Company, Service Corporation International and Introgen Therapeutics, Inc. Ray J.
Groves, 70, has
been a director of EDS since 1996.
He served as Senior Advisor of Marsh Inc., the insurance brokerage and
risk management subsidiary of Marsh & McLennan Companies, Inc., from October
2004 to October 2005, Chairman and Chief Executive Officer from July 2003 to
October 2004, President and Chief Executive Officer from January 2003 to June
2003, and President and Chief Operating Officer from October 2001 to January
2003. Mr. Groves was Chairman of
Legg Mason Merchant Banking, Inc. from March 1995 to September 2001. He retired as Chairman and Chief
Executive Officer of Ernst & Young LLP in September 1994, which position he
held since 1977. Mr. Groves is also
a director of Boston Scientific Corporation and Overstock.com, Inc.
Ellen M.
Hancock, 62, has
been a director of EDS since 2004. She was Chairman of Exodus Communications,
Inc., a computer network and Internet systems company, from June 2000 to
September 2001, Chief Executive Officer from September 1998 to September 2001
and President from March 1998 to June 2000. Exodus filed a voluntary petition
under Chapter 11 of the federal bankruptcy laws in September 2001. Ms. Hancock
was Executive Vice President, Research and Development, Chief Technology Officer
of Apple Computer Inc. from July 1996 to July 1997. She previously was Executive
Vice President and Chief Operating Officer of National Semiconductor and a
Senior Vice President and Group Executive of International Business Machines
Corporation. Ms. Hancock is also a director of Acquicor Technology Inc. Aetna
Inc., Colgate-Palmolive Company and Watchguard Technologies, Inc. Jeffrey
M. Heller, 66,
rejoined EDS in March 2003 as President and Chief Operating Officer and a
director. He retired from EDS in
February 2002 as Vice Chairman, a position he had held since November 2000. Mr.
Heller served as President and Chief Operating Officer of EDS from 1996 to
November 2000, Senior Vice President from 1984 to 1996, and Chairman of
Unigraphics Solutions Inc. (then a subsidiary of EDS) from January 1999 to
February 2001. He joined EDS in
1968 and has served in numerous technical and management capacities. Mr. Heller is also a director of
Trammell Crow Company, Temple Inland Corp. and Mutual of
Omaha. Ray L.
Hunt, 63, has
been a director of EDS since 1996.
Mr. Hunt has been Chairman of the Board and Chief Executive Officer of
Hunt Consolidated Inc. and Chairman of Hunt Oil Company for more than five
years. He is a director of
Halliburton Company and PepsiCo, Inc., a manager of Verde Group, LLC and
Chairman of the Board of Directors of the Federal Reserve Bank of Dallas. Michael
H. Jordan, 69, has
been Chairman and Chief Executive Officer of EDS since March 2003. He was Chairman and Chief Executive
Officer of CBS Corporation (formerly Westinghouse Electric Corporation) from
July 1993 until December 1998. Prior to joining Westinghouse, Mr. Jordan
was a principal with the investment firm of Clayton, Dubilier and Rice from
September 1992 through June 1993, Chairman of PepsiCo International from
December 1990 through July 1992 and Chairman of PepsiCo World-Wide Foods from
December 1986 to December 1990. Mr.
Jordan has been chairman of the board of directors of eOriginal, Inc.
(electronic document services) since June 1999. He is also a director of Aetna Inc.
Edward A.
Kangas, 61, has
been a director of EDS since 2004.
He was Chairman and Chief Executive Officer of Deloitte Touche Tohmatsu
from 1989 to 2000 and Managing Partner of Deloitte & Touche (USA) from
1989 to 1994. Mr. Kangas began
his career as a staff accountant at Touche Ross in 1967, where he became a
partner in 1975. After his retirement from Deloitte in 2000, Mr. Kangas
served as a consultant to Deloitte until 2004. He is also the Chairman of the National
Multiple Sclerosis Society and a director of Eclipsys Corporation, Hovnanian
Enterprises Inc., Oncology Therapeutics Networks and Tenet Healthcare
Corporation (for which he has served as non-executive Chairman since July
2003). R. David
Yost, 58, has
been a director of EDS since 2005. He has been a director and Chief
Executive Officer of AmerisourceBergen Corporation, a pharmaceutical services
company, since August 2001 and President of AmerisourceBergen from August 2001
to October 2002. Mr. Yost served as
Chairman and Chief Executive Officer of AmeriSource Health Corporation
from December 2000 to August 2001 and President and Chief Executive Officer of
AmeriSource Health Corporation from May 1997 to December 2000. He held a variety of other positions
with AmeriSource Health Corporation and its predecessors since 1974, including
Executive Vice President � Operations of AmeriSource Health Corporation from
1995 to 1997. None of the
above directors are on the board of directors of the Target Company as on the
date of this Letter of Offer. 34.
EDS� shares
are listed on the New York Stock Exchange and the London Stock
Exchange. 35.
As of
December 31, 2005, EDS reported total outstanding common stock of 526,199,617
(including 2,913,605 treasury shares), US$0.01 par value and total shareholders
equity of US$7,512 million (equivalent to Rs. 3,351,103 lacs). (Source, share
and US$ amounts: SEC Filing). As of April
12, 2006, the closing price of the common stock of EDS on the New York Stock
Exchange was US$26.69 (equivalent to Rs. 1,190.64 per share). The market
capitalization of EDS as of this date, based on the total outstanding common
stock as on March 1, 2006, was US$13,723 million (equivalent to Rs. 6,126,008
lacs). 36.
Consolidated
Financial Information of EDS The
consolidated financial information presented below was obtained from or
calculated based on the audited financial statements of EDS, which are stated in
accordance with the Generally Accepted Accounting Principles of the United
States of America.
Note :
Exchange rate used is the RBI reference rate as on April 3, 2006 (Rs. 44.61 /
US$). IV. DISCLOSURE IN TERMS OF REGULATION
21(3) The Offer
is being made to acquire 83,000,000 Shares representing 51.54% of the Share Capital and 50.61% of the Diluted
Voting Capital. Assuming full acceptance, the Offer will not result in the
public shareholding in the Target Company falling below the limit specified for
the purpose of listing on a continuous basis. Based on the latest annual report
of the Target Company for the year ended March 31, 2005, the Target Company,
prior to the date of the Letter of Offer, filed with the Calcutta Stock Exchange
(�CSE�) an application for delisting of the Shares
from the CSE, which application is pending
approval. V.
BACKGROUND OF THE TARGET
COMPANY All information in this section has
either been provided by the Target Company or compiled from publicly available
sources such as the Target Company�s annual reports, quarterly reports and
website. 37.
The Target
Company is a global IT and BPO services company. The
Target Company was incorporated on August 10, 1992. Pursuant to a scheme of
arrangement involving MphasiS Corporation (a Delaware Corporation incorporated
in 1998), MphasiS Holdings Ltd (incorporated under the laws of the Republic of
Mauritius) and BFL Software Limited (incorporated in Bangalore under the
Companies Act, 1956), MphasiS Corporation became a wholly owned subsidiary of
BFL Software Limited with effect from June 15, 2000. Upon such merger, the
shareholders of MphasiS Corporation received shares in MphasiS Holdings Ltd (now known as
Investek Mauritius Limited) which in turn received shares of BFL Software
Limited. BFL Software Limited was renamed as MphasiS BFL Limited, such name
change having effect from July 15, 2000. There have been no changes in the name
of the Target Company since the aforesaid merger. 38.
The Target
Company�s registered and corporate office is situated at 139/1, Hosur Main Road,
Koramangala, Bangalore � 560 095. Tel: +91 80 2552 2713; Fax: +91 80 2552 2719.
39.
The Target
Company is a global IT and BPO services provider to Global 2000 companies and
assists its clients in innovating and streamlining their business processes by
offering custom solutions for technology and operations outsourcing. The Target
Company's expertise is focused on financial services, logistics and technology
verticals and spans across architecture, application development and
integration, application management and business process outsourcing, including
the operation of large-scale customer contact centres. 40.
The Target
Company has 17 development centres, 7 in Bangalore, 2 in Mumbai, one each in
Pune, Mangalore, Ahmedabad, Noida, Shanghai (China), Slough (United Kingdom),
Tijuana (Mexico) and Phoenix (United States of America). 41.
The total
paid-up equity capital of the Target Company, as on April 4, 2006, was
Rs.
16,104 lacs,
divided into 161,037,934 Shares. There are no partly
paid-up Shares or any convertible instruments (other than the ESOPs) as on April
4, 2006. 42.
Share capital
structure of the Target Company as of April 4, 2006:
43.
The capital
build-up for the Target Company since inception is as given below:
Note: The
compliance mentioned above is filing of Form 2 with Registrar of Companies and,
getting the shares listed with the respective Stock Exchanges. 44.
Till date,
none of the stock exchanges on which the Shares are listed have ever suspended
trading in Shares. 45.
There are
neither any partly paid-up Shares nor outstanding convertible instruments except
7,365,830 ESOPs issued to the employees under the Target Company�s Employees
Stock Offer Plan, 1998 Plan (version I), 1998 Plan (version II), 2000 Plan, 2003
Plan and 2004 Plan, as on April 4, 2006.
46.
All the
Shares are listed on the Bombay
Stock Exchange Limited (�BSE�),
the National Stock Exchange of India Limited (�NSE�), and the
CSE. Based
on the Target Company�s annual report for the year ended March 31, 2005,
the Target
Company filed an application with the CSE for the delisting of the Shares from
the CSE, which application is pending approval. The Target Company has complied
with all material provisions of the listing agreement entered into with the
above-mentioned stock exchanges and no punitive action has been initiated by any
of the stock exchanges against it. 47.
The Target
Company has not received any directions from SEBI under Section 11B of the SEBI Act or
under any of the regulations made under the SEBI Act, prohibiting them from
dealing in securities. The Target Company has complied with applicable
provisions of Chapter II of SEBI (SAST) Regulations within the specified time,
in filing returns under Regulation 8(3) of the SEBI (SAST) Regulations.
48.
The board of
directors of the Target Company are as listed below:
49.
The
experience of the board of directors of the Target Company is as
under: Jaithirth Rao,
Chairman and Managing
Director. Jaithirth (Jerry) Rao is a seasoned veteran in Consumer and
Corporate Financial Services and in Technology Management. He built and
developed Citibank's Consumer businesses as the Country/Regional Manager in
India, Middle East, Eastern Europe and UK. He earlier headed Citibank's Global
Technology Development Division and their Global Electronic Cards Division.
Jerry has testified before the U.S. Congress on e-commerce. He is also on the boards of Cadbury
India Limited, The Arvind Mills Limited, IDFC Asset Management Company Limited,
Gabriel India Limited, Royal Orchids Hotels Limited, Rao Properties Pvt. Ltd.,
Sanvijay Tours and Travels Pvt. Ltd. and Bangalore Review and Magazines Co. Pvt.
Ltd. He is the Founder Member and
Director of Development Gateway Foundation, USA, and a Trustee in NASSCOM
Foundation, Sujay Foundation, India Foundation for the Arts and Mathematical
Sciences Foundation. He is also a
Settlor and Executive Committee Member in IIMA Alumni Association
Trust. N Subramaniam,
Vice Chairman. N
Subramaniam is an investment partner for Baring India Private Equity Fund.
Previously he was Chief Executive Officer of First India Asset Management
Company Ltd. He is also on the boards of , B&M Hot Breads Pvt. Ltd, Secova
eServices and Maples ESM Technologies Pvt
Ltd. Ashish Dhawan,
Director. Ashish
Dhawan is the Senior Managing Director of Chrysalis Investment Advisors (India)
Private Limited. His previous assignments were with GP Investments, a private
equity fund in Brazil and at McCown De Leeuw & Co., a private equity firm in
the U.S. He is also on the boards of Chrys Capital I, LLC, Chrys Capital II,
LLC, Chrys Capital III, LLC, Chrys Capital IV, LLC, Global Vantedge Inc., Global
Vantedge (Mauritius), Ephinay Bermuda,
Chrysalis Investments Advisors (India) Private Limited, Ephinay India
Private Limited, Global Vantedge (Bermuda), CM Investments, LLC, Global Vantedge
(India) Private Limited, Yes Bank Limited, Suzlon Energy Limited, Simplex
Infrastructures Limited and IVRCL Infrastructures and Projects Limited.
B R Menon,
Director. B R
Menon started his practice in the High Court of Delhi and is a leading legal
practitioner in Delhi with over 19 years of experience in the field of law.
Menon has dealt with cases in India and abroad (the Supreme Court of Victoria
and the High Court of London). D S Brar,
Director. D S
Brar started his career with Associated Cement Company and later joined Ranbaxy
Laboratories Limited where he rose to the position of CEO and Managing Director.
He is also on the boards of Reserve Bank of India, Suraj Hotels (P) Ltd,
Madhubani Investments (P) Ltd, Suraj Overseas (P) Ltd, Green Vally Land and
Development (P) Ltd, Davix Management Services Pvt Ltd, GVK Bio Sciences Pvt
Ltd, GVK Davix Technologies Pvt Ltd and Inogent Laboratories Pvt Ltd and Member
of Board of Governors in Indian Institute of Management,
Lucknow. Jeroen Tas,
Director. Jeroen
Tas is a co-founder of MphasiS. Before starting MphasiS he was with Citibank,
heading Transaction Technology Inc, the subsidiary responsible for the design
and development of the bank's distribution systems, such as ATMs, Internet and
contact centers. He has worked for Digital Equipment and Philips Electronics in
international marketing and project management positions in the USA, Europe and
Asia. Dr. Jose de la Torre,
Director.
Dr. Jose de la Torre is
Dean of the Chapman Graduate School of Business at Florida International
University, Miami, Florida and holds the Byron Harless Chair in Management. . Dr. de la Torre was previously a
professor of International business strategy at the Anderson School at UCLA and
at INSEAD in France. He is also in the International Advisory Board of EDHEC in Lille and
Nice, France
Nawshir H Mirza,
Director.
Nawshir Mirza is actively involved with Childline, an all-India NGO for
abused & distressed children. He spent most of his career with Ernst &
Young and its Indian member firm, S.R.Batliboi & Co, Chartered Accountants,
and its predecessor firm, Arthur Young, being a Partner from 1974 to 2003. He
has contributed to the accounting profession, being a Speaker or the Chairperson
at a large number of professional conferences in India & abroad. He is also
a Director on the boards of Esab India Limited, Tata Industries Limited, RPG
Guardian Private Limited and Foodworld Supermarkets
Limited. Rahul Bhasin,
Director. Rahul
Basin is the Managing Partner for Baring India Private Equity Fund. Previously,
he was a Fund Manager with Citibank Global Asset Management in London. Prior to
moving to London, he was based in Citibank's Delhi office where he was in charge
of Treasury. Rahul was earlier the Chairman of MphasiS BFL Limited. He is also on the boards of Siro
Clinpharm Pvt Ltd, Hindustan Oil Exploration Company Limited, Secova eServices
and Baring Private Equity
International. Richard S Braddock,
Director.
Richard Braddock was a Non-Executive Chairman of an advertising agency True
North Communications. He is currently the Chairman of
MidOcean
Partners, New York and Fresh Direct and worked previously
with priceline.com as Chief Executive. From 1973 to 1992, he held a variety of
positions at Citicorp and its principal subsidiary, Citibank, N.A., including
President and Chief Operating Officer. He is also on the boards of Eastman Kodak
Company, Cadbury Schweppes Plc and Marriott International.
50.
There are no
representatives of the Acquirer or the PAC on the above-mentioned board of
directors of the Target Company. Please note that any correspondence to the
directors must be addressed to the registered office of the Target Company.
51.
Kshema
Technologies Limited, a wholly owned subsidiary of the Target Company, was
merged into the Target Company pursuant to a scheme of amalgamation with effect
from April 1, 2005. The aforementioned scheme was approved by the High Court of
Karnataka vide its order dated January 12, 2006, which was duly filed with the
Registrar of Companies, Karnataka on January 27, 2006. 52.
Brief audited
/ certified consolidated financial details of the Target Company are as follows:
Notes:
(1)
During the quarter ended December 31, 2005 (record date November 14, 2005), the
Target Company allotted bonus Shares of one Share for every existing Share
(1:1). Since the issue of bonus Shares is an issue without additional
consideration, the issue is treated as if it had occurred at the beginning of
the earliest period, for the purpose of calculating the basic
EPS. (2)
Return on net worth has been computed by dividing Profit After Tax by Net
worth. (3)
Book Value Per Share has been computed by dividing Net worth by Shares
outstanding as at the end of the period. During the quarter ended December 31,
2005 (record date November 14, 2005), the Target Company allotted bonus Shares
of one Share for every existing Share (1:1). Since the issue of bonus Shares is
an issue without additional consideration, the issue is treated as if it had
occurred at the beginning of the earliest period, for the purpose of calculating
the Book Value Per Share. Increase
in revenues in FY2006 compared FY2005 During
the year ended March 31, 2006 the revenues of the Target Company were Rs 94,011
lacs as compared to revenues of Rs 76,567 lacs during the year ended March 31,
2005, a growth of 22.8%. IT services revenues increased by 33.4% whereas BPO
services revenue increased by 4.8%. Acquisitions made in the financial year
2004-05 helped increase the Target Company�s service offerings and expand its
revenue base besides the volume growth in its core business areas. This was
partially offset by volume discounts and change in revenue mix in BPO
services. Increase
in profit after tax in FY2006 compared FY2005 The
increase was primarily due to increase in revenues over and above the increase
in cost of revenues and reduction in selling and general and administrative
expenses as a percentage of revenues. Increase
in revenues in FY2005 compared FY2004 The
increase in consolidated revenues in FY2005 was due to growth in BPO services,
over 52%, attributable to increased volumes, which was in line with management
strategy to ramp up the operations of BPO services. There was also an increase
of 22.3% in revenues of IT services, which was attributable to an increase in
the volume of business, as it added 71 new clients including the clients of
Kshema Technologies Limited, a company acquired by the Target Company in June
2004. Increase
in profit after tax in FY2005 compared FY2004 The
increase was primarily due to increase in revenues and increased economies of
scale in the BPO business. 53.
Pre and
Post-Offer shareholding of the Target Company The
shareholding before the Offer and after the Offer (assuming full acceptance of
the Offer), based on the Share Capital, is given in the table
below: As on April 4,
2006
The total number of Shareholders in
the Public category (as per (4) above) as on April 4, 2006 was
24,922. The
shareholding before the Offer and after the Offer (assuming full acceptance of
the Offer), based on the Diluted Voting Capital, is given in the table
below:
54. The Target
Company does not have any promoters. However, when BFL Software Limited was
incorporated in 1992, the promoters were the Bangur Group and their associates
who owned 1,504,800 shares as per the last holding by them and disposed the same
in favour of Baring India Investments Limited in March
1998. 55.
The Target
Company has been complying with the corporate governance requirements as are
prescribed in Clause 49 of the Listing Agreement as amended from time to time.
Material
litigation pending against the Target Company, as on March 31, 2006, is as
follows: a.
An income tax
demand including interest in respect of the assessment year 2002-03 estimated at
Rs. 6,043,000, net of provision made in the books, have been remanded for de
novo adjudication to the Assessing Officer. Based on expert advice, the Target
Company believes that it has a good case to defend and no further liability is
expected to arise in this regard. b.
Consequent to
the order passed by the Karnataka High Court in favour of the Indian tax
authorities in relation to a sales tax demand pertaining to the years 1996-97 to
2001-02 amounting to Rs 6,705,308 and interest & penalties of Rs 3,773,544,
the Target Company has preferred an appeal to the Supreme Court. As a matter of
prudence, the Target Company has made adequate provisions for the aforesaid
amount. 56.
A. Sivaram
Nair, Company Secretary is the Compliance Officer of the Target Company.
Address: MphasiS BFL Limited, 139/1, Hosur Main Road, Koramangala, Bangalore �
560 095. Tel: +91 80 2552 2713; Fax: +91 80 2552 2719. VI. OFFER PRICE AND FINANCIAL
ARRANGEMENTS Justification
of the Offer Price 57.
The Shares
are listed on the BSE, NSE and the CSE. Based on the information available, the
Shares are frequently traded on both the BSE and the NSE. Public information on
the trading of Shares on the CSE is not readily available. 58. The details
of trading volumes of the Target Company on the BSE and the NSE are as provided
below:
Sources : www.nseindia.com
and www.bseindia.com. As the
annualised trading turnover on the NSE and the BSE during the six month period
prior to the date of the Public Announcement is more than 5% of the total number
of listed Shares, the Shares are not infrequently traded on the NSE or the BSE
as per the Explanation (i) to Regulation 20(5) of the SEBI (SAST) Regulations,
with the NSE being the exchange where the Shares are most frequently traded.
59.
The Offer
Price of Rs. 204.50/- per Share is justified in terms of Regulation 20(4) of the
SEBI (SAST) Regulations as it is higher than the
following:
60.
The Shares
are most frequently traded on NSE. The weekly high and low of the closing prices
of the Shares, during the 26-week period ended April 3, 2006 (being the last
trading date before the Public Announcement) on NSE, are given
below:
Source :
www.nseindia.com. Note:
Share prices prior to November 11, 2005 have been adjusted for a 1:1 bonus issue
for the purposes of this calculation. 61.
The daily
high, low and average prices of the Shares during the last 2 weeks of trading on
the NSE, where Shares are most frequently traded, (as on the date of the Public
Announcement) are given below:
Source :
www.nseindia.com. On the basis of the above (i.e.
paragraph 59, 60 and 61), the minimum offer price as per the SEBI (SAST)
Regulations is Rs. 204.45 per Share. The Offer Price of Rs. 204.50/- per Share
is higher than the same. Accordingly, the Offer Price is justified in term of
Regulation 20(11) of the SEBI (SAST) Regulations. 62. No
acquisition of Shares will be made by the Acquirer or the PAC during the Offer
period, except by way of fresh issue of shares of the target company, as
provided for under Regulation 22(8) of the SEBI (SAST) Regulations. 63.
There is no
non-compete agreement entered into by the Acquirer/ PAC with respect to this
Offer. 64. As per the
SEBI (SAST) Regulations, the Acquirers can revise the Offer
Price / Offer Size up to 7 (seven) working days prior to the closure of this
Offer, and the revision, if any, would be announced in the same newspapers where
the Public Announcement has appeared and the revised price will be paid for all
Shares acquired pursuant to this Offer. Financial
Arrangements 65.
The total
funds required under the Offer, assuming full acceptance, will be Rs.
1,697,35,00,000 (Rupees One Thousand Six Hundred and Ninety Seven Crores Thirty
Five Lacs Only) (the �Maximum Consideration�). 66.
The Acquirer
and the PAC propose to fund the Offer out of internally generated funds. By way
of security for performance of its obligations under the SEBI (SAST)
Regulations, pending receipt of the RBI approval for opening and operating an
escrow account in India, the Acquirer has deposited in an escrow account with
Citibank N.A., London Branch, located at Citigroup Centre, Canada Square, Canary
Wharf, London, E14 5LB, United Kingdom (the �Escrow Account�), an amount
of US$200,000,000 (United States Dollars Two Hundred Million Only) in cash (the
�Cash Deposit�). The Cash Deposit, in equivalent Indian Rupees (as per
the RBI reference exchange rate of Rs. 44.61/ US$ as on April 3, 2006; Source:
www.rbi.org.in),
of Rs. 89,220 lacs represents more than 50% of the Maximum Consideration in
accordance with Regulation 28(2)(b) of the SEBI (SAST) Regulations. The Acquirer
has undertaken to maintain the minimum of 50% of the Maximum Consideration in
the Escrow Account at all times irrespective of the fluctuations in the exchange
rate. In light of the aforesaid, if the number of valid Shares tendered in the
Offer is less that the Offer Size, the Acquirer shall not accept any Shares
tendered in the Offer. The application for RBI approval for opening and
operation of the Escrow Account and special account has been filed on April 13,
2006, and the application for RBI approval for the acquisition of Shares by the
Acquirer under the Offer has been filed on April 21, 2006. 67.
The Manager
to the Offer has been duly authorized by the Acquirer to realize the value of
the Escrow Account in terms of the SEBI (SAST) Regulations. The required funds
will be transferred from the Escrow Account to Citibank N.A., D.N. Road Branch,
Fort, Mumbai in India after the requisite approval has been obtained from RBI
for opening and operating an escrow account in India. The Manager to the Offer
has further been duly authorised by the Acquirer to realize the value of the
escrow account with Citibank N.A. in India and overseas in terms of the SEBI
(SAST) Regulations. 68.
In view of
(i) the above Cash Deposit made by the Acquirer for 50% of the Maximum
Consideration in order to fulfill the Acquirer�s obligations under the SEBI
(SAST) Regulations, (ii) a cash balance of over US$1.0 billion as of December
31, 2005 being available to the PAC and (iii) additional confirmations received
by the Manager to the Offer from the Acquirer and the PAC, the Manager to the
Offer is satisfied (a) that firm arrangements are in place to fulfill the
Acquirer�s obligations in relation to the Offer, and (b) with respect to the
ability of the Acquirer to fulfill its obligations in relation to the Offer in
accordance with the SEBI (SAST) Regulations. 69.
M/s V. C.
Shah and Co., Chartered Accountants, having their address at Rajgir Chambers,
3rd floor, Shahid Bhagat Singh Road, Mumbai 400 001. Tel. No. +91 22 2263 4021; Fax No. +91
22 2266 2667 Membership No. 42649, have vide their certificate dated April 3,
2006 certified the adequacy of financial resources of the Acquirer and the PAC
for fulfilling their obligations under the Offer. VII. TERMS AND CONDITIONS OF THE
OFFER 70.
All Shares
tendered and accepted under the Offer will be acquired by the Acquirer, subject
to the terms and conditions set out herein. The Offer is conditional upon
acceptance of 83,000,000 Shares (i.e. the entire Offer Size). In case the number of valid Shares
tendered in the Offer is less than the Offer Size, the Acquirer shall not accept
any Shares tendered in the Offer. All necessary requirements for the valid
transfer of the Shares will be the pre-conditions for valid acceptance. The
Target Company does not have any outstanding Shares that are subject to
lock-in. 71.
All
Shareholders, whose names appear in the register of shareholders on the
Specified Date and also persons who own Shares any time prior to the closure of
the Offer, whether or not they are registered Shareholders, are eligible to
participate in the Offer anytime before the closure of the
Offer. 72.
The Offer is
subject to the receipt of the approval of the RBI under the Foreign Exchange
Management Act, 1999 and the rules and regulations made thereunder for each of
(i) the acquisition of Shares by the Acquirer under the Offer; and (ii) the
opening and operation of the escrow account and special account referred to
herein, and other related matters. The
application for RBI approval for opening and operation of the Escrow Account and
special account has been filed on April 13, 2006, and the application for RBI
approval for the acquisition of Shares by the Acquirer under the Offer has been
filed on April 21, 2006. 73.
No approval
other that the aforementioned approvals is required for the Acquirer to proceed
with this Offer. If any other statutory approvals become applicable, the Offer
would be subject to such statutory approvals. The Acquirer will have a right not
to proceed with the Offer in terms of Regulation 27 of SEBI (SAST) Regulations
in the event the statutory approvals indicated above are refused. In case of a delay in receipt of any
statutory approval(s), SEBI has the power to grant an extension of time to the
Acquirer for payment of consideration to the tendering Shareholders, subject to
the Acquirer agreeing to pay interest for the delayed period as directed by SEBI
in terms of Regulation 22(12) of the SEBI (SAST) Regulations. Further, if the
delay occurs on account of willful default or neglect or inaction or non-action
by the Acquirer in obtaining the requisite approvals, Regulation 22(13) of the
SEBI (SAST) Regulations will also become applicable. VIII. PROCEDURE FOR ACCEPTANCE AND
SETTLEMENT OF THE OFFER 74.
The Acquirer
along with the PAC made the Public Announcement on April 4, 2006 for the Offer.
This Offer is made to all Shareholders. 75.
The Letter of
Offer, together with the form of acceptance cum acknowledgement (�Form of
Acceptance cum
Acknowledgement�), will be
mailed to the Shareholders, whose names appear on the register of members of the
Target Company and to the beneficial owners of the dematerialised Shares, whose
names appear as beneficiaries in the records of the respective depositories, at
the close of business on April 5, 2006 (�Specified Date�).
76.
Holders of
Shares in physical form who wish to tender their Shares will be required to send
the Form of Acceptance cum Acknowledgement, original Share certificate(s), and
transfer deed(s) duly signed, to
the Registrar to the Offer � Karvy Computershare Private Limited, 46, Avenue 4,
Street No. 1, Banjara Hills, Hyderabad 500 034. Telephone number: (040) 2331
2454, Fax number: (040) 2331 1968, either by hand delivery on weekdays, or by
Registered Post, on or before the closure of the Offer (i.e., no later than
June 5, 2006), in
accordance with the instructions to be specified in the Letter of Offer and in
the Form of Acceptance cum Acknowledgement. 77.
The Registrar
to the Offer, M/s Karvy Computershare Private Limited has opened a special
depository account with Citibank N.A. at the National Securities Depositary
Limited (�NSDL�) called, �Escrow Account � MphasiS Offer�. The DPID is IN
300054 and Client ID is 10016849.
Shareholders
having their beneficiary account with the Central Depositary Services (India)
Limited (�CDSL�) must use the inter-depository
delivery instruction slip for the purpose of crediting their Shares in favour of
the special depository account with NSDL. 78.
Beneficial
owners (holders of Shares in dematerialized form) who wish to tender their
Shares will be required to send their Form of Acceptance cum Acknowledgement
along with a photocopy of the delivery instruction in �Off-market� mode, or
counterfoil of the delivery instructions in �Off-market� mode, duly acknowledged
by the Depository Participant (�DP�), in favour of the special depository
account to the Registrar to the Offer � Karvy Computershare Private Limited, 46,
Avenue 4, Street No. 1, Banjara Hills, Hyderabad 500 034. Telephone number:
(040) 2331 2454, Fax number: (040) 2331 1968, either by hand delivery on
weekdays or by Registered Post, on or before the closure of the Offer (i.e., no
later than June 5, 2006), in
accordance with the instructions to be specified in the Letter of Offer and in
the Form of Acceptance cum Acknowledgement. The credit for the delivered Shares
should be received in the special depository account on or before closure of the
Offer (i.e., no later than June 5, 2006). 79.
In addition
to the above-mentioned address, the Shareholders who wish to avail of, and
accept the Offer can also deliver the Form of Acceptance cum Acknowledgement
along with all the relevant documents at any of the collection centres below in
accordance with the procedure as set out in the Letter of Offer. All the centres
mentioned herein below would be open as follows: Working
Hours: Monday to Friday: 11.00 a.m. to 4.00 p.m. Saturday: 11 a.m. to 1
p.m.
80.
All
Shareholders who own Shares anytime before the closure of the Offer are eligible
to participate in the Offer anytime before the closure of the Offer.
81.
Unregistered
owners can send their application in writing to the Registrar to the Offer, on a
plain paper stating their name, address, number of Shares held, number of Shares
offered, distinctive numbers, folio number, together with the original Share
certificate(s), valid transfer deeds and the original contract notes issued by
the broker through whom they acquired their Shares. No indemnity is required
from unregistered owners. 82.
The Shares
and all the other relevant documents should only be sent to the Registrar to the
Offer and not to the Manager to the Offer, the Acquirer, the PAC, or the Target
Company. 83.
Where the
Acquirer is unable to make the payment to the Shareholders whose Shares have
been accepted before the specified period of 15 (fifteen) days from the date of
closure of the Offer due to non-receipt of requisite statutory approvals, SEBI,
if satisfied that non-receipt of requisite statutory approvals was not due to
any willful default or neglect of the Acquirer or failure of the Acquirer to
diligently pursue the applications for such approvals, has the power to grant
extension of time for the purpose, subject to the Acquirer agreeing to pay
interest to the Shareholders for delay beyond 15 (fifteen) days, as may be
specified by SEBI from time to time. 84.
In case of
non-receipt of the Letter of Offer, eligible persons may send their application
to the Registrar to the Offer, on a plain paper stating their name, address,
number of Shares held, distinctive numbers, folio number and number of Shares
offered along with documents as mentioned above so as to reach the Registrar to
the Offer on or before the closure of the Offer (i.e., no later than June 5,
2006), or in case of beneficial owners, they may send the application in writing
to the Registrar to the Offer, on a plain paper stating their name, address,
number of Shares held, number of Shares offered, DP name, DP ID, beneficiary
account number and a photocopy of the delivery instruction in �Off-market� mode
or counterfoil of the delivery instruction in �Off-market� mode, duly
acknowledged by the DP, in favour of the special depository account, so as to
reach the Registrar to the Offer, on or before the closure of the Offer (i.e.,
no later than June 5, 2006). 85.
In terms of
Regulation 22(5A) of the SEBI (SAST) Regulations, Shareholders desirous of
withdrawing the acceptance tendered by them in the Offer may do so up to 3
(three) working days prior to the date of closure of the Offer. The withdrawal
option can be exercised by submitting the documents as per the instructions
below, so as to reach the Registrar to the Offer at any of the collection
centres mentioned above as per the mode of delivery indicated therein on or
before May 31, 2006. a.
The
withdrawal option can be exercised by submitting the form of withdrawal,
enclosed with the Letter of Offer. b.
In case of
non-receipt of form of withdrawal, the withdrawal option can be exercised by
making a plain paper application to the Registrar to the Offer along with the
following details: �
In case of
physical Shares: name, address, distinctive numbers, folio number, and number of
Shares tendered; and �
In case of
dematerialised Shares: name, address, number of Shares offered, DP name, DP ID,
beneficiary account number and a photocopy of the delivery instruction in
�Off-market� mode or counterfoil of the delivery instruction in �Off-market�
mode, duly acknowledged by the DP, in favour of the special depository
account. 86.
The Registrar
to the Offer will hold in trust the Shares/Share certificates, Shares lying in
credit of the special depository account, Form of Acceptance cum
Acknowledgement, if any, and the transfer form(s) on behalf of the Shareholders
who have accepted the Offer, till the cheques/drafts for the consideration and/
or the unaccepted Shares/Share certificates are dispatched/returned.
87.
If the
aggregate of the valid responses to the Offer exceeds the Offer Size of
83,000,000 Shares (representing 51.54% of the Share Capital and 50.61% of the
Diluted Voting Capital), then the Acquirer shall accept the valid applications
received on a proportionate basis in accordance with Regulation 21(6) of the
SEBI (SAST) Regulations. The Shares are compulsorily traded in dematerialized
form and hence minimum acceptance will be 1 (one) Share. The market lot of the
Shares is 1 (one) Share. 88.
Unaccepted
Share certificates, transfer forms and other documents, if any, will be returned
by Registered Post at the Shareholders�/ unregistered owners� sole risk, to the
sole/ first Shareholder/ unregistered owners. Unaccepted Shares held in
dematerialised form will be credited back to the beneficial owner�s depository
account with the respective depository participant, as per the details furnished
by the beneficial owner in the Form of Acceptance cum
Acknowledgement. 89.
Shareholders
who have sent their Shares for dematerialization need to ensure that the process
of getting their Shares dematerialized is completed well in time so that the
credit in the special depository account is received on or before the date of
closure of the Offer (i.e., no later than June 5, 2006), else their application
would be rejected. 90.
While
tendering the Shares under the Offer, Non Resident Indians (�NRIs�) /Overseas Corporate Bodies (�OCBs�) /foreign Shareholders will be
required to submit the previous RBI Approvals (specific or general) that they
would have obtained for acquiring the Shares. In case previous RBI approvals are
not submitted, the Acquirer reserves the right to reject such Shares
tendered. While
tendering Shares under the Offer, NRIs/ OCBs/ foreign Shareholders will be
required to submit a tax clearance certificate (�Tax Clearance
Certificate�) from the Income Tax authorities, indicating the amount of tax
to be deducted by the Acquirer under the Income Tax Act, 1961, (the �Income
Tax Act�) before remitting the consideration. In case the aforesaid Tax
Clearance Certificate is not submitted, the Acquirer will arrange to deduct tax
at the rate as may be applicable to the category of the Shareholder under the
Income Tax Act, on the entire consideration amount payable to such NRI/ OCB/
foreign Shareholder. As per the
provisions of Section 196D(2) of the Income Tax Act, no deduction of tax at
source shall be made from any income by way of capital gains arising from the
transfer of securities referred to in section 115AD of the Income Tax Act
payable to a Foreign Institutional Investor as defined in section 115AD of the
Income Tax Act. The following documents will be
available for inspection to the Shareholders at the registered office of the
Target Company, whose address is given on the cover page of this document,
between 11 a.m. and 4 p.m. on all working days (except Saturdays and Sundays)
till the Offer closing date[3]: a.
Certificate
of Incorporation, Memorandum and Articles of Association b.
Certificate
dated April 3, 2006 from V. C. Shah & Co., Chartered Accountants, regarding
the adequacy of financial resources with the Acquirer to fulfill the Offer
obligation. c.
Annual
Reports of the Target Company for the accounting years ended 31 March 2003, 31
March 2004 and 31 March 2005. d.
Annual
Reports of the PAC for the financial years ended December 31, 2003, December 31,
2004 and December 31, 2005. e.
Copy of a
certificate from Citibank N.A., London confirming the amount placed in Escrow,
towards the proposed Offer, with a lien in favour of Citigroup Global Markets
India Private Limited, Manager to the Offer. f.
Copy of
letter received from SEBI, Ref. Nos. CFD/DCR/TO/AT/66229/06 dated May 4, 2006,
in terms of proviso to Regulation 18(2). g.
Copy of the
agreement with the Depository Participant for opening a Special Depositary
account for the purpose of the Offer. h.
Published
copy of Public Announcement made on April 4, 2006 by the Acquirer for acquiring
up to 83,000,000 issued equity Shares of the Target
Company. i.
Printed copy
of the webpage of the National Stock Exchange and the Stock Exchange, Mumbai,
containing the Share price and volume data for the relevant
period. X.
DECLARATION BY THE ACQUIRER AND
PERSON ACTING IN CONCERT The Acquirer
accepts responsibility for the information contained in this Letter of Offer
(other than information in relation to the Target Company, which has been
compiled from publicly available sources or received from the Target Company,
and/or information received from the Registrar to the Offer) and also for its
obligations laid down in the SEBI (SAST) Regulations and subsequent amendments
made thereto. The Directors
of the Acquirer accept full responsibility for the information contained in this
Letter of Offer (other than information in relation to the Target Company, which
has been compiled from publicly available sources or received from the Target
Company, and/or information received from the Registrar to the Offer). The
Acquirer and PAC shall be jointly and severally responsible for ensuring
fulfillment of their obligations under with the SEBI (SAST) Regulations.
All
information contained in this document is as on the date of the Public
Announcement, unless stated otherwise. Mr. Tom
Haubenstricker has been authorized by both TH Holdings and Electronic Data
Systems Corporation to sign the Letter of Offer. For and on
behalf of TH
Holdings
Electronic
Data Systems Corporation sd/-
sd/- Tom
Haubenstricker
Tom Haubenstricker
Place: Plano,
Texas Date: May
Encl:
1.
Form of
Acceptance cum Acknowledgement 2.
Form of
Withdrawal 3.
Transfer Deed
for Shareholders holding Shares in physical form [1] Offer Size of 51.54% has been computed based on
161,037,934 Shares outstanding as of April 4, 2006 while the Offer Size of
51.72% mentioned in the Public Announcement was computed based on 160,492,871
Shares outstanding as of December 31, 2005. [2]
Offer Size of 51.54% has been computed based on
161,037,934 Shares outstanding as of April 4, 2006 while the Offer Size of
51.72% mentioned in the Public Announcement was computed based on 160,492,871
Shares outstanding as of December 31, 2005. [3]
As the Acquirer is a recently
incorporated entity, the annual reports for the last three financial years are
not available. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
 | Printer Friendly page |  | Email this page |
