Syntel, Inc. (Nasdaq:SYNT), a leading global provider of integrated
information technology and knowledge process services, today
announced that it has entered into a definitive merger agreement
with Atos S.E. under which Atos will acquire all outstanding shares
of Syntel for $41.00 per share in an all-cash transaction valued at
approximately $3.57 billion, including Syntel’s net debt. The
transaction was unanimously approved by the full Board of Directors
of Syntel based on the unanimous recommendation of a Special
Committee of the Board.
Bharat Desai, co-chairman of
Syntel said: "This is a very exciting development for Syntel. The
Syntel board is committed to maximizing shareholder value and
believes that the agreement with Atos achieves that objective and
delivers a win-win proposition to our customers and employees.
Our focus at Syntel is to help customers
transform and succeed in the digital economy. Since its founding,
our “Customer for Life” ethos has guided our investments in
high-impact, domain-led services and intellectual property.
I am grateful for the trust and confidence of
our customers and the passion, commitment and innovative spirit of
our employees. Together they have enabled Syntel to achieve great
heights. I am confident that this combination will deliver
significant value to all stakeholders."
Thierry Breton, Chairman and
CEO of Atos said: “I am very proud to announce such an important
milestone in Atos’s leadership development with the proposed
acquisition of Syntel, a leading digital company, established 38
years ago, that perfectly fits our strategic priorities. It
represents a transformational step for our Business & Platform
Solutions Division as it will significantly enhance our growth and
profitability profile through an extended digital services
offering, cutting-edge India-based delivery platforms, as well as
revenue and cost synergies.
In particular, the highly complementary
portfolio, customer base, and geographic footprint of the
combination between Atos and Syntel will significantly enhance our
presence in North America and accelerate the digital transformation
of Atos’s customers.
I am looking forward to welcoming the 23,000
Syntel employees and their very strong management to continue
delivering together the highest value to our clients and
shareholders.”
Completion of this transaction is subject to
regulatory approvals, approval of Syntel’s shareholders and other
customary closing conditions. Completion of this transaction is not
subject to any financing condition. In connection with the
merger agreement, Syntel’s founders and certain of their affiliated
entities, who collectively own approximately 51.07% of the
outstanding Syntel shares, entered into an agreement with Atos to
vote their shares in favor of the merger agreement, subject to
their right to terminate their obligations in the event the Syntel
Board changes its recommendation to shareholders or if the
definitive agreement is terminated. The parties expect to
close the transaction during the second half of 2018.
Goldman Sachs & Co. LLC is acting as
exclusive financial advisor to Syntel and Sullivan & Cromwell
LLP is acting as its legal counsel. Jones Day is legal
counsel to Syntel’s founders. Rothschild & Cie, J.P.
Morgan Securities PLC and BNP Paribas Corporate Finance are acting
as financial advisors to Atos and Weil, Gotshal and Manges LLP is
acting as its legal counsel.
Syntel Preliminary Q2
Results
For the second quarter, Syntel expects to report revenue of
$249.7 million and earnings per diluted share of $0.49.
Syntel will announce full second quarter results
on Thursday, July 26.
About Syntel
Syntel (Nasdaq:SYNT) is a leading global
provider of integrated information technology and knowledge process
services. Syntel helps global enterprises evolve the core by
leveraging automation, scaled agile and cloud platforms to build
efficient application development and management, testing and
infrastructure solutions. Syntel’s digital services enable
companies to engage customers, discover new insights through
analytics, and create a more connected enterprise through the
internet of things. Syntel’s "Customer for Life" philosophy builds
collaborative partnerships and creates long-term client value by
investing in IP, solutions and industry-focused delivery teams with
deep domain knowledge.
To learn more, visit us at
www.syntelinc.com.
Cautionary Statement Regarding
Forward-Looking Statements
This press release includes certain
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements are
based on management’s current expectations or beliefs and on
currently available competitive, financial and economic data and
are subject to uncertainty and changes in circumstances.
Actual results may vary materially from those expressed or implied
by the forward-looking statements herein due to changes in
economic, business, competitive, technological and/or regulatory
factors, and other risks and uncertainties affecting the operation
of the business of Syntel, including many factors beyond our
control. These risks and uncertainties include, but are not
limited to, those associated with: the parties’ ability to meet
expectations regarding the timing and completion of the merger; the
occurrence of any event, change or other circumstance that would
give rise to the termination of the merger agreement; the failure
to satisfy each of the conditions to the consummation of the
merger; the disruption of management’s attention from ongoing
business operations due to the merger; the effect of the
announcement of the merger on Syntel’s relationships with its
customers as well as its operating results and business generally;
the outcome of any legal proceedings related to the merger;
employee retention as a result of the merger; our ability to
maintain a competitive leadership position with respect to the
services that we offer; the conduct of our business and operations
internationally, including the complexity of compliance with
international laws and regulations and risks related to adverse
regulatory actions; our ability to deliver new services to the
market on time and in a manner sufficient to meet demand; our
ability to protect our computer systems and networks from fraud,
cyber-attacks or security breaches; our assumptions, judgments and
estimates regarding the impact on our business of political
instability in markets where we conduct business; uncertainty in
the global economic environment and financial markets; the status
of our relationships with and condition of third parties, such as
our key customers, upon whom we rely in the conduct of our
business; our ability to effectively hedge our exposure to interest
rate and foreign currency exchange rate fluctuations; and our
dependence on our key employees. For a further list and
description of the risks and uncertainties affecting the operations
of our business, see our filings with the Securities and Exchange
Commission, including our annual report on Form 10-K and our
quarterly reports on Form 10-Q.
The forward-looking statements speak only as of
the date such statements are made. Syntel is under no
obligation to, and expressly disclaims any obligation to, update or
alter its forward-looking statements, whether as a result of new
information, future events, changes in assumptions or
otherwise.
Additional Information and Where to Find
It
This communication may be deemed to be
solicitation material in respect of the proposed acquisition of
Syntel by Atos. In connection with the proposed acquisition,
Syntel intends to file relevant materials with the SEC, including
Syntel’s proxy statement on Schedule 14A. STOCKHOLDERS OF
SYNTEL ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC,
INCLUDING SYNTEL’S PROXY STATEMENT, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders will be able to obtain the documents
free of charge at the SEC’s web site, http://www.sec.gov, and
Syntel stockholders will receive information at an appropriate time
on how to obtain transaction-related documents free of charge from
Syntel. Such documents are not currently available.
Participants in
Solicitation
Syntel and its directors and executive officers
may be deemed to be participants in the solicitation of proxies
from the holders of Syntel common stock in respect of the proposed
transaction. Information about the directors and executive
officers of Syntel is set forth in the proxy statement for Syntel’s
2018 Annual Meeting of Stockholders, which was filed with the SEC
on April 27, 2018, and Syntel’s Annual Report on Form 10-K for the
year ended December 31, 2017, which was filed on February 26,
2018. Investors may obtain additional information regarding
the interest of such participants by reading the proxy statement
regarding the acquisition when it becomes available.
Contacts: Sameer Arora sameer_arora@syntelinc.com and Zaineb
Bokhari zaineb_bokhari@syntelinc.com
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