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CUSIP No.
695255109
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Page 13 of 14 Pages
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Unless otherwise specified, this amendment No. 3 (this “Amendment No. 3”) amends and supplements the Schedule 13D jointly filed by Chris Shuning Chen, Tiak Koon Loh, David Lifeng Chen, Sidney Xuande Huang, Jun Su, He Jin, Chu Tzer Liu, Jian Wu, Junbo Liu, Jinsong Li and Minggang Feng (collectively, the “Reporting Persons”) with respect to Pactera Technology International Ltd. (the “Company” or the “Issuer”) with the United States Securities and Exchange Commission (the “SEC”) on May 29, 2013, as previously amended by Amendment No. 1 filed on September 13, 2013 and Amendment No. 2 filed on October 18, 2013 (the “Original Schedule 13D”).
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Item 4
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Purpose of Transaction
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Item 4 of the Original Schedule 13D is hereby amended and supplemented as follows:
On March 6, 2014, at 10:00 a.m. (Beijing time), an extraordinary general meeting of shareholders of the Issuer was held at Building C-4, No. 66 Xixiaokou Road, Haidian District, Beijing 100192, the People’s Republic of China. At the extraordinary general meeting, the shareholders of the Issuer voted
in person or by proxy
to
authorize and approve
the Merger Agreement, the plan of merger substantially in the form attached as Annex A to the
M
erger
A
greement and the transactions contemplated thereby
, including the merger
.
On March
26
, 2014, the Issuer and Merger Sub filed
the
plan of merger with the Cayman Islands Registrar of Companies, which was registered by the Cayman Islands Registrar of Companies as of March
26
, 2014, pursuant to which the Merger became effective on March
27
, 2014. As a result of the Merger, the Issuer
ceased to be a publicly traded company and became indirectly
wholly owned
by
Parent.
At the effective time of the Merger, each outstanding Common Share (including the Common Shares represented by ADSs), other than (a) the Rollover Shares, (b) Common Shares held by Parent, the Company or any of their subsidiaries (collectively, with the Rollover Shares, the “Excluded Shares”) and (c) Common Shares owned by shareholders who have validly exercised and have not effectively withdrawn or lost their dissenter rights under Section 238 of the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands,
was
cancelled in exchange for the right to receive $7.30 in cash without interest, and each issued and outstanding ADS (other than any ADS that represents Excluded Shares), each representing one Common Share,
was
cancelled in exchange for the right to receive an amount in cash equal to the merger consideration, less up to $0.05 per ADS in cancellation fees pursuant to the terms of the ADS deposit agreement of the Company, in each case, net of any applicable withholding taxes.
As a result of the Merger, all of the Common Shares beneficially owned by the Reporting Persons prior to the effective time were contributed to Parent in exchange for the right to subscribe for the ordinary shares or other equity based securities of Parent in accordance with the Contribution Agreement and the Reporting Persons no longer beneficially owns any Common Shares of the Issuer.
Following the Merger, the ADSs of the Issuer will no longer be listed on any
securities
exchange
or quotation system
, including the NASDAQ Global Select Market. In addition, 90 days after the filing of Form
1
5 in connection with the completion of the
transaction,
or such shorter period as may be determined by the Commission,
the
registration of the ADSs and the underlying Common Shares under the Exchange Act will be terminated.
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Item 5
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Interest in Securities of the Issuer
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Item 5 of the Original Schedule 13D is hereby amended and restated as follows:
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(a) — (b)
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As a result of the Merger, all of the Common Shares beneficially owned by the Reporting Persons prior to the effective time were contributed to Parent in exchange for the right to subscribe for the ordinary shares or other equity based securities of Parent pursuant to the terms of the Merger Agreement and the Contribution Agreement.
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(c)
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Except for the transactions described in Item 4, none of the Reporting Persons has effected any transactions in the Common Shares during the past 60 days.
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(d) — (e)
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Not applicable.
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13
