NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN,
INTO
OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE
A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
Infosys Technologies Limited (NASDAQ:INFY) is pleased to announce that
it has agreed terms for a recommended cash offer for a leading UK-based
SAP consulting company, Axon Group plc (LSE:AXO), in a deal valued at £407.1
million (INR33.1 billion1; US$753.1 million2).
The transfer of ownership to Infosys is expected to be completed by
November 2008, subject to the Scheme of Arrangement becoming effective.
Commenting on the transaction, Kris Gopalakrishnan, CEO of Infosys said, “We
are excited about this acquisition. The strategic combination of our
groups will accelerate the realization of our common aspiration –
that of becoming the most respected provider of business
transformational services in the global marketplace. We hold the
management and employees of Axon in high regard and look forward to
welcoming them to the Infosys Group."
Axon provides consultancy services to multinational organizations that
have chosen SAP as their strategic enterprise platform and has about
2,000 employees. Specializing in the delivery of change through
technology enabled transformation programs, Axon's consultants bring
in-depth industry expertise alongside best practice functional knowledge
to address the strategic, operational, information management and
organisation effectiveness challenges faced by organisations today.
Founded in 1994, today Axon has offices in the United Kingdom, North
America, Malaysia and Australia.
For the year ended 31 December 2007, Axon reported profit after taxation
of £20.2 million (INR1.6 billion1;
US$ 37.4 million2) on revenue of £204.5
million (INR16.6 billion1; US$378.3 million2).
1. uses closing rate at 22 August 2008 of INR 81.34/£
2. uses closing rate at 22 August 2008 of US$ 1.85/£
Infosys believes that the Acquisition will accelerate the achievement of
some of Infosys’ current strategic corporate
objectives including the continued expansion of Infosys’
consulting capabilities that are required to engage with the large
business transformation programs of Infosys’
marquee clients.
There will be a conference call for equity analysts with a Q&A session
at 20:00 (Bangalore), 15:30 (London) and 10:30 (New York). The
conference call will be hosted by Infosys’s
CEO, Kris Gopalakrishnan, and CFO, V. Balakrishnan.
The call details are as follows:
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India Access
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Mumbai Main Access
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: +91-22-2781-3014
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Standby Number
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: +91-22-6776-3714
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Singtel Numbers (International Bridge)
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Singapore Toll Number
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: +65-66687512
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France Toll Free Number
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: 0800-90-8943
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USA Toll Free Number
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: 1-888-297-5258
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Hong Kong Toll Free Number
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: 800-933-188
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Japan Toll Free Number
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: 00531-65-3841
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Germany Toll Free Number
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: 0800-186-0398
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U.K. Toll Free Number
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: 0800-89-8246
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Conference Code: 558892#
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This press release should be read in conjunction with the
announcement issued by Infosys Technologies Limited under rule 2.5 of
the City Code on Takeovers and Mergers in the UK.
About Infosys Technologies Ltd.
Infosys defines, designs and delivers IT-enabled business solutions that
help Global 2000 companies win in a Flat World. These solutions focus on
providing strategic differentiation and operational superiority to
clients. With Infosys, clients are assured of a transparent business
partner, world-class processes, speed of execution and the power to
stretch their IT budget by leveraging the Global Delivery Model that
Infosys pioneered. Infosys has over 94,000 employees in over 40 offices
worldwide. Infosys is part of the NASDAQ-100 Index. For more
information, visit www.infosys.com.
This announcement is not intended to and does not constitute an offer
to sell or the solicitation of an offer to subscribe for or buy or an
invitation to purchase or subscribe for any securities or the
solicitation of any vote or approval in any jurisdiction pursuant to the
Acquisition or otherwise, nor shall there be any sale, issuance or
transfer of the securities in any jurisdiction in contravention of
applicable law. Any response in relation to the Acquisition
should be made only on the basis of the information in the Scheme
Document or any document by which the Acquisition is made. Axon
will prepare the Scheme Document to be distributed to Axon Shareholders.
Axon and Infosys urge Axon Shareholders to read the Scheme Document
when it becomes available because it will contain important information
relating to the Acquisition.
Whether or not certain Axon Shares are voted at the Court Meeting or
the General Meeting, if the Scheme becomes Effective those Axon Shares
will be cancelled pursuant to the Scheme in consideration for the
payment of the Offer Price.
ABN AMRO Corporate Finance Limited which is authorised and regulated
in the United Kingdom by the Financial Services Authority, is acting for
Infosys in connection with the Acquisition and is not acting for any
other person in relation to the Acquisition and will not be responsible
to anyone other than Infosys for providing the protections afforded to
clients of ABN AMRO Corporate Finance Limited, nor for providing advice
in relation to the Acquisition or any matters referred to herein.
Citi, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting for Axon in connection with the
Acquisition and is not acting for any other person in relation to the
Acquisition and will not be responsible to anyone other than Axon for
providing the protections afforded to clients of Citi, nor for providing
advice in relation to the Acquisition or any matters referred to herein.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code, if any person is,
or becomes, 'interested' (directly or indirectly) in one per cent. or
more of any class of 'relevant securities' of Axon, all 'dealings' in
any 'relevant securities' of Axon (including by means of an option in
respect of, or a derivative referenced to, any such 'relevant
securities') must be publicly disclosed by no later than 3.30 p.m.
(London time) on the London business day following the date of the
relevant transaction. This requirement will continue until the
date on which the Acquisition becomes effective, lapses or is otherwise
withdrawn or on which the 'offer period' otherwise ends. If two
or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire an 'interest' in 'relevant
securities' of Axon, they will be deemed to be a single person for the
purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all 'dealings' in
'relevant securities' of Axon by Infosys, or Axon, or by any of their
respective 'associates', must be disclosed by no later than 12.00 noon
(London time) on the London business day following the date of the
relevant transaction.
A disclosure table, giving details of the companies in whose
'relevant securities' 'dealings' should be disclosed, and the number of
such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
'Interests in securities' arise, in summary, when a person has long
economic exposure, whether conditional or absolute, to changes in the
price of securities. In particular, a person will be treated as
having an 'interest' by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative
referenced to, securities.
Terms in quotation marks are defined in the City Code, which can also
be found on the Panel's website. If you are in any doubt as to the
application of Rule 8 to you, please contact an independent financial
adviser authorised under the Financial Services and Markets Act 2000,
consult the Panel's website at www.thetakeoverpanel.org.uk
or contact the Panel on telephone number +44 (0) 20 7382 9026; fax +44
(0) 20 7638 1554.
Overseas Jurisdictions
The availability of the Acquisition to Axon Shareholders who are not
resident in and citizens of the United Kingdom may be affected by the
laws of the relevant jurisdictions in which they are located or of which
they are citizens. Persons who are not resident in the United
Kingdom should inform themselves of, and observe, any applicable legal
or regulatory requirements of their jurisdictions. Further
details in relation to overseas shareholders will be contained in the
Scheme Document.
The release, publication or distribution of this announcement in
jurisdictions other than in the United Kingdom may be restricted by law,
and therefore, any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable requirements. Any failure to
comply with the applicable requirements may constitute a violation of
the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies involved in the
proposed Acquisition disclaim any responsibility or liability for the
violation of such requirements by any person. This announcement
has been prepared for the purposes of complying with English law, the
UKLA Rules, the rules of the London Stock Exchange and the City Code and
the information disclosed may not be the same as that which would have
been disclosed if this announcement had been prepared in accordance with
the laws of any jurisdiction outside the United Kingdom.
Copies of this announcement and formal documentation relating to the
Acquisition will not be and must not be mailed or otherwise forwarded,
distributed or sent in, into or from any jurisdiction where to do so
would violate the laws in that jurisdiction.
The Acquisition relates to the shares of a UK company and is proposed
to be effected by means of a scheme of arrangement under the laws of
England and Wales. A transaction effected by means of a scheme of
arrangement is not subject to the proxy solicitation or tender offer
rules under the US Securities Exchange Act of 1934, as amended. Accordingly,
the Scheme is subject to the disclosure requirements, rules and
practices applicable in the United Kingdom to schemes of arrangement,
which differ from the requirements of US proxy solicitation or tender
offer rules. However, if Infosys exercises its right to implement
the Acquisition by means of an Offer, such Offer will be made in
compliance with all applicable laws and regulations, including the US
tender offer rules, to the extent applicable.
Since Infosys is a listed company in India and the US, information
relating to this Acquisition will be notified/filed with the National
Stock Exchange Limited, the Bombay Stock Exchange Limited and
NASDAQ.
Forward Looking Statements
Certain statements in this release, including statements relating to
Infosys’ expectation that the transfer of
ownership in Axon Group plc will be completed by November 2008 and
statements concerning the expected benefits of the Scheme or
Acquisition, are forward-looking statements, which involve a number of
risks and uncertainties that could cause actual results to differ
materially from those in such forward-looking statements. The
risks and uncertainties relating to these statements include, but are
not limited to, risks and uncertainties regarding the Enlarged Group’s
ability to manage growth, intense competition in IT Services including
those factors which may affect its cost advantage, its ability to
attract and retain highly skilled professionals, industry segment
concentration, its ability to manage its international operations,
reduced demand for technology in its key focus areas, disruptions in
telecommunication networks or system failures, its ability to
successfully complete and integrate potential acquisitions, the success
of the companies in which Infosys has previously made strategic
investments, legal restrictions on raising capital or acquiring
companies outside India, and general economic conditions affecting the
industry in which the Enlarged Group operates. Additional risks that
could affect Infosys’ future operating results
are more fully described in its United States Securities and Exchange
Commission filings including its Annual Report on Form 20-F for the
fiscal year ended March 31, 2008 and its quarterly report on Form 6-K
for the three months ended June 30, 2008. These filings are
available at www.sec.gov. Infosys may,
from time to time, make additional written and oral forward-looking
statements, including statements contained in its filings with the
Securities and Exchange Commission and its reports to shareholders.
Infosys does not undertake to update any forward-looking statements that
may be made by it or on its behalf from time to time.
Infosys
Bani Paintal Dhawan, +91 98441 10611
bani_dhawan@infosys.com
or
Financial
Dynamics
Edward Bridges, +44 207 269 7147 (DL)
+44 7768
216607 (M)
Edward.Bridges@fd.com
or
Hazel
Stevenson, +44 207 269 7103 (DL)
+44 7515 597857 (M)