UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
(Amendment No. 3)
RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(E)
OF THE SECURITIES EXCHANGE ACT OF 1934
iSoftStone Holdings Limited
(Name of the Issuer)
iSoftStone Holdings Limited Miao Du | Yan Zhou CSOF III GP Limited Windsor Venture Limited China Everbright Limited China Special Opportunities Fund, L.P. China Everbright GP Limited China Everbright Investment Management Limited Forebright Partners Limited |
(Names of Persons Filing Statement)
Ordinary Shares, par value $0.0001 per share
American Depositary Shares, each representing ten Ordinary Shares
(Title of Class of Securities)
46489B108
(CUSIP Number)
iSoftStone Holdings Limited Building 16, Dong Qu, 10 Xibeiwang Dong Lu, Haidian District, Beijing 100193 People’s Republic of China Attention:Cheng Zhang Tel: +86 10 5874 9000 | New Tekventure Limited New iSoftStone Holdings Limited New iSoftStone Acquisition Limited Building 16, Dong Qu, 10 Xibeiwang Dong Lu, Haidian District, Beijing 100193 People’s Republic of China Attention: Mr. Tianwen Liu Tel: +86 10 5874 9000 |
Tekventure Limited Tianwen Liu Xiaosong Zhang Yong Feng Junhe Che Ying Huang Qiang Peng Xiaohui Zhu Yan-wen Kang Li Wang Li Huang Miao Du Yan Zhou Building 16, Dong Qu, 10 Xibeiwang Dong Lu, Haidian District, Beijing 100193 People’s Republic of China Tel: +86 10 5874 9000 | BENO Group Limited Room 804, Building A, JuanShiTianDi Mansion, West Wangjing Road, Chaoyang District, Beijing 100020 People’s Republic of China Tel: +86 10 8478 4808
Benson Tam Suite 3400, Pacific Place Apartment, 88 Queensway, Hong Kong Tel: +852 9263 3308 | |
Jinyuan Development (Hong Kong) Company Limited
25/F, No. 879, Hongqiao Road, Wuxi City, Jiangsu Province, the People’s Republic of China Attention: Mr. Yongtao Zhao Tel: +86 510 8589 8572 | CSOF SoftTech Limited CSOF III GP Limited Windsor Venture Limited China Everbright Limited China Special Opportunities Fund, L.P. China Everbright GP Limited China Everbright Investment Management Limited Forebright Partners Limited 46th Floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong Attention: Mr. Ip Kun Wan, Kiril Tel: +852 2528 9882 | |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
With copies to:
David T. Zhang, Esq. Jesse Sheley, Esq. Stephanie Tang, Esq. Kirkland & Ellis 26th Floor, Gloucester Tower The Landmark 15 Queen’s Road, Central Hong Kong | Ling Huang, Esq. Cleary Gottlieb Steen & Hamilton LLP Twin Towers West (23Fl) 12B Jianguomenwai Avenue Chaoyang District, Beijing 100022 People’s Republic of China Telephone: +86 10 5920 1000 | Kurt Berney O’Melveny & Myers LLP Two Embarcadero Center 28th Floor San Francisco, CA 94111 United States of America Telephone: +1 415 984 8700 |
This statement is filed in connection with (check the appropriate box):
| ¨ | The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14-C or Rule 13e-3(c) under the Securities Exchange Act of 1934. |
| ¨ | The filing of a registration statement under the Securities Act of 1933. |
| ¨ | A tender offer |
| x | None of the above |
Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ¨
Check the following box if the filing is a final amendment reporting the results of the transaction: ¨
Calculation of Filing Fee
| Transactional Valuation* | Amount of Filing Fee** | |
| $259,860,604.29 | $33,470.05 |
| * | Calculated solely for the purpose of determining the filing fee in accordance with Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended. The filing fee is calculated based on the aggregate cash payment for the proposed per share cash payment of $0.57 for 456,047,234 outstanding Shares of the issuer subject to the transaction (the “Transaction Valuation”). |
| ** | The amount of the filing fee, calculated in accordance with Exchange Act Rule 0-11(b)(1) and the Securities and Exchange Commission Fee Rate Advisory #1 for Fiscal Year 2014, was calculated by multiplying the Transaction Valuation by 0.0001288. |
| ¨ | Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting of the fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Page | �� | |||||
| Item 1 | Summary Term Sheet | 3 | ||||
Item 2 | Subject Company Information | 3 | ||||
Item 3 | Identity and Background of Filing Person | 4 | ||||
Item 4 | Terms of the Transaction | 4 | ||||
Item 5 | Past Contracts, Transactions, Negotiations and Agreements | 5 | ||||
Item 6 | Purposes of the Transaction and Plans or Proposals | 6 | ||||
Item 7 | Purposes, Alternatives, Reasons and Effects | 7 | ||||
Item 8 | Fairness of the Transaction | 9 | ||||
Item 9 | Reports, Opinions, Appraisals and Negotiations | 10 | ||||
Item 10 | Source and Amount of Funds or Other Consideration | 10 | ||||
Item 11 | Interest in Securities of the Subject Company | 11 | ||||
Item 12 | The Solicitation or Recommendation | 12 | ||||
Item 13 | Financial Statements | 12 | ||||
Item 14 | Persons/Assets, Retained, Employed, Compensated or Used | 12 | ||||
Item 15 | Additional Information | 13 | ||||
Item 16 | Exhibits | 13 | ||||
INTRODUCTION
This Amendment No. 3 to the Rule 13e-3 transaction statement on Schedule 13E-3, together with the exhibits hereto (this “Transaction Statement”), is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), jointly by the following persons (each, a “Filing Person,” and collectively, the “Filing Persons”): (a) iSoftStone Holdings Limited, a Cayman Islands exempted company with limited liability (the “Company”), the issuer of the registered ordinary shares, par value $0.0001 per share (each, a “Share” and collectively, the “Shares”), including the Shares represented by the American depositary shares, each representing ten Shares (“ADSs”), that is subject to the transaction pursuant to Rule 13e-3 under the Exchange Act; (b) New Tekventure Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands that wholly owns Parent (“Holdco”); (c) New iSoftStone Holdings Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands (“Parent”); (d) New iSoftStone Acquisition Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Merger Sub”); (e) Tekventure Limited, a company incorporated under the laws of the British Virgin Islands; (f) Mr. Tianwen Liu, the chairman of the board of directors and chief executive officer of the Company (the “Chairman”); (g) Mr. Xiaosong Zhang, a consultant of the Company; (h) Mr. Yong Feng, a director and the chief operating officer of the Company; (i) Mr. Junhe Che, an executive vice president of the Company; (j) Mr. Ying Huang, an executive vice president of the Company; (k) Mr. Qiang Peng, an executive vice president of the Company; (l) Mr. Xiaohui Zhu, an executive vice president of the Company; (m) Mr. Yen-wen Kang, an executive vice president of the Company; (n) Ms. Li Wang, an executive vice president of the Company; (o) Mr. Li Huang, an executive vice president of the Company; (p) Mr. Miao Du, an executive vice president of the Company; (q) Ms. Yan Zhou, a vice president of the Company; (r) New Tekventure Management Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands; (s) BENO Group Limited, a company incorporated under the laws of the British Virgin Islands; (t) Mr. Jiadong Qu, (u) Jinyuan Development (Hong Kong) Company Limited, a Hong Kong company; (v) Wuxi Jinyuan Industry Investment & Development Co. Ltd., a company incorporated under the laws of the People’s Republic of China; (w) Mr. Benson Tam, an independent director of the Company; (x) CSOF SoftTech Limited, a company incorporated under the laws of the British Virgin Islands; (y) Accurate Global Limited, a company incorporated under the laws of the British Virgin Islands; (z) Advance Orient Limited, a company incorporated under the laws of the British Virgin Islands; (aa) CSOF Technology Investments Limited, a company incorporated under the laws of the British Virgin Islands; (bb) China Special Opportunities Fund III, LP, a limited partnership organized under the laws of the Cayman Islands; (cc) CSOF III GP Limited, a company incorporated under the laws of the Cayman Islands; (dd) Forebright Partners Limited, a company incorporated under the laws of the British Virgin Islands; (ee) Windsor Venture Limited, a company incorporated under the laws of the British Virgin Islands; (ff) China Everbright Limited, a company incorporated under the laws of Hong Kong; (gg) China Special Opportunities Fund, L.P., a limited partnership organized under the laws of the Cayman Islands; (hh) China Everbright GP Limited, a company incorporated under the laws of the Cayman Islands; and (ii) China Everbright Investment Management Limited, a company incorporated under the laws of Hong Kong. Filing Persons (e) and (f) are collectively referred to herein as the “Chairman Parties.” Filing Persons (g) through (q) above are collectively referred to herein as the “Supporting Shareholders.” Filing Persons (y) through (aa) above are collectively referred to herein as the “Everbright Shareholders.” Filing Persons (x) through (ii) are collectively referred to herein as “Everbright.” The Chairman Parties, the Supporting Shareholders, the Everbright Shareholders and Filing Persons (s), (u) and (w) are collectively referred to herein as the “Rollover Shareholders.” Filing Persons (b) through (ii) are collectively referred to herein as the “Buyer Group.”
On April 18, 2014, Parent, Merger Sub and the Company entered into an agreement and plan of merger (the “merger agreement”) which included a plan of merger required to be filed with the Registrar of Companies of the Cayman Islands, substantially in the form attached as Annex A to the merger agreement (the “plan of merger”). If the merger agreement and the plan of merger are approved and authorized by the Company’s shareholders and the other conditions to the closing of the merger (as described below) are met, Merger Sub will merge with and into the Company (the “merger”), with the Company continuing as the surviving company after the merger. Parent and Merger Sub are currently beneficially wholly owned by the Chairman.
1
Under the terms of the merger agreement, at the effective time of the merger, each outstanding Share (including Shares represented by ADSs), other than (a) Shares (including Shares represented by ADSs) owned by Holdco, Parent, Merger Sub or the Company (as treasury shares, if any), or by any direct or indirect wholly-owned subsidiary of Holdco, Parent, Merger Sub or the Company, (b) Shares (including Shares represented by ADSs) reserved (but not yet allocated) by the Company for settlement upon exercise of Company Share Awards (as defined below), (c) Shares (including the Shares issuable under Company Options and Company RSUs (each as defined below), the Company Restricted Shares (as defined below) and the Shares represented by ADSs) beneficially owned by the Rollover Shareholders (such Shares collectively, the “Rollover Shares”) and (d) Shares owned by shareholders who have validly exercised and have not effectively withdrawn or lost their dissenters’ rights under the Cayman Companies Law (the “Dissenting Shares”) (Shares described under (a) through (d) above are collectively referred to herein as the “Excluded Shares”), will be cancelled in exchange for the right to receive $0.57 in cash without interest, and for the avoidance of doubt, because each ADS represents ten Shares, each issued and outstanding ADS (other than any ADS representing Excluded Shares) will represent the right to surrender the ADS in exchange for $5.70 in cash per ADS without interest (less $0.05 per ADS cancellation fees pursuant to the terms of the amended and restated deposit agreement, dated as of November 30, 2010, by and among the Company, J.P. Morgan Chase Bank, N.A., (the “ADS depositary”) and the holders and beneficial owners of ADSs issued thereunder, in each case, net of any applicable withholding taxes. The Excluded Shares other than Dissenting Shares will be cancelled for no consideration. The Dissenting Shares will be cancelled for their fair value determined in accordance with the Cayman Islands Companies Law. Please see “Dissenters’ Rights” beginning on page 93 for additional information.
At the effective time of the merger, unless otherwise determined by Parent, each outstanding option award (each a “Company Option”) issued by the Company pursuant to the Company’s 2008 Share Incentive Plan, 2009 Share Incentive Plan and 2010 Performance Incentive Plan (collectively, the “Company Share Plans”), whether vested or unvested, shall be rolled over into an option to purchase a number of ordinary shares of Holdco equal to the number of Shares subject to such Company Option, to be held under and pursuant to an equity incentive plan of Holdco and relevant rollover award agreement, on substantially the same terms and subject to the same vesting conditions as the original Company Option.
At the effective time of the merger, unless otherwise determined by Parent, each outstanding restricted Share (each a “Company Restricted Share”) issued by the Company pursuant to the Company Share Plans, whether vested or unvested, shall be rolled over into the right to purchase a number of ordinary shares of Holdco equal to the number of Shares subject to such Company Restricted Share, to be held under and pursuant to an equity incentive plan of Holdco and relevant rollover award agreement, on substantially the same terms and subject to the same vesting conditions as the original Company Restricted Share.
At the effective time of the merger, unless otherwise determined by Parent, each outstanding restricted share unit award (each a “Company RSU”) issued by the Company pursuant to the Company Share Plans, whether vested or unvested, shall be converted into a restricted share unit that provides for the issuance of one Holdco share (rounded up to the nearest Holdco share), to be held under and pursuant to an equity incentive plan of Holdco and relevant rollover award agreement, on substantially the same terms and subject to the same vesting conditions as the original Company RSU. Company Options, Company Restricted Shares and Company RSU’s are collectively referred to herein as “Company Share Awards.”
Under the terms of the support agreement entered into by and among Holdco and the Rollover Shareholders (the “Support Agreement”) concurrently with the execution and delivery of the merger agreement immediately prior to the closing of the merger, each Rollover Share shall be cancelled and each Rollover Shareholder shall subscribe for the number of ordinary shares (or preferred shares in the case of the Everbright Shareholders) in Holdco as set forth in the Support Agreement.
The merger remains subject to the satisfaction or waiver of the conditions set forth in the merger agreement, including obtaining the requisite authorization and approval of the shareholders of the Company. In order for the merger to be completed, the merger agreement, the plan of merger and the merger must be authorized and approved by a special resolution of the Company passed by an affirmative vote of such shareholders representing two-thirds or more of the Shares (including Shares represented by ADSs) present and voting in person or by proxy as a single class at the extraordinary general meeting of the Company.
2
The Company will make available to its shareholders a proxy statement (the “proxy statement,” a preliminary copy of which is attached as Exhibit (a)(1) to this Transaction Statement), relating to the extraordinary general meeting of shareholders of the Company, at which the shareholders of the Company will consider and vote upon, among other proposals, a proposal to authorize and approve the merger agreement, the plan of merger and the transactions contemplated by the merger agreement, including the merger. A copy of the merger agreement is attached to the proxy statement as Annex A and is incorporated herein by reference. As of the date hereof, the proxy statement is in preliminary form and is subject to completion.
The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the proxy statement of the information required to be included in response to the items of Schedule 13E-3. Pursuant to General Instruction F to Schedule 13E-3, the information contained in the proxy statement, including all annexes thereto, is incorporated in its entirety herein by this reference, and the responses to each item in this Schedule 13E-3 are qualified in their entirety by the information contained in the proxy statement and the annexes thereto. Capitalized terms used but not defined in this Transaction Statement shall have the meanings given to them in the proxy statement.
All information contained in this Transaction Statement concerning each Filing Person has been supplied by such Filing Person.
The information set forth in the proxy statement under the following captions is incorporated herein by reference:
| • | “Summary Term Sheet” |
| • | “Questions and Answers about the Extraordinary General Meeting and the Merger” |
Item 2 Subject Company Information
| (a) | Name and Address. The information set forth in the proxy statement under the following caption is incorporated herein by reference: |
| • | “Summary Term Sheet—The Parties Involved in the Merger” |
| (b) | Securities. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| • | “The Extraordinary General Meeting—Record Date; Shares and ADSs Entitled to Vote” |
| • | “The Extraordinary General Meeting—Shareholders and ADS Holders Entitled to Vote; Voting Materials” |
| • | “Security Ownership of Certain Beneficial Owners and Management of the Company” |
| (c) | Trading Market and Price. The information set forth in the proxy statement under the following caption is incorporated herein by reference: |
| • | “Market Price of the Company’s ADSs, Dividends and Other Matters—Market Price of the ADSs” |
| (d) | Dividends. The information set forth in the proxy statement under the following caption is incorporated herein by reference: |
| • | “Market Price of the Company’s ADSs, Dividends and Other Matters—Dividend Policy” |
3
| (e) | Prior Public Offering. The information set forth in the proxy statement under the following caption is incorporated herein by reference: |
| • | “Transactions in the Shares and ADSs—Prior Public Offerings” |
| (f) | Prior Stock Purchase. The information set forth in the proxy statement under the following caption is incorporated herein by reference: |
| • | “Transactions in the Shares and ADSs” |
Item 3 Identity and Background of Filing Person
| (a) | Name and Address. iSoftstone Holdings Limited is the subject company. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| • | “Summary Term Sheet—The Parties Involved in the Merger” |
| • | “Annex D—Directors and Executive Officers of Each Filing Person” |
| (b) | Business and Background of Entities. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| • | “Summary Term Sheet—The Parties Involved in the Merger” |
| • | “Annex D—Directors and Executive Officers of Each Filing Person” |
| (c) | Business and Background of Natural Persons. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| • | “Summary Term Sheet—The Parties Involved in the Merger” |
| • | “Annex D—Directors and Executive Officers of Each Filing Person” |
Item 4 Terms of the Transaction
(a)(1) Material Terms. Not applicable.
(a)(2) Material Terms. The information set forth in the proxy statement under the following captions is incorporated herein by reference:
| • | “Summary Term Sheet” |
| • | “Questions and Answers about the Extraordinary General Meeting and the Merger” |
| • | “Special Factors” |
| • | “The Extraordinary General Meeting” |
| • | “The Merger Agreement and Plan of Merger” |
| • | “Annex A—Agreement and Plan of Merger” |
4
| (c) | Different Terms. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| • | “Summary Term Sheet—Interests of the Company’s Executive Officers and Directors in the Merger” |
| • | “Special Factors—Interests of Certain Persons in the Merger” |
| • | “The Extraordinary General Meeting—Proposals to be Considered at the Extraordinary General Meeting” |
| • | “The Merger Agreement and Plan of Merger” |
| • | “Annex A—Agreement and Plan of Merger” |
| (d) | Dissenters’ Rights. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| • | “Questions and Answers about the Extraordinary General Meeting and the Merger” |
| • | “Dissenters’ Rights” |
| • | “Annex C—Cayman Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised) – Section 238” |
| (e) | Provisions for Unaffiliated Security Holders. The information set forth in the proxy statement under the following caption is incorporated herein by reference: |
| • | “Provisions for Unaffiliated Security Holders” |
| (f) | Eligibility of Listing or Trading. Not applicable. |
Item 5 Past Contracts, Transactions, Negotiations and Agreements
| (a) | Transactions. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| • | “Special Factors—Related Party Transactions” |
| • | “Transactions in the Shares and ADSs” |
| (b) | Significant Corporate Events. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| • | “Special Factors—Background of the Merger” |
| • | “Special Factors—Reasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors” |
| • | “Special Factors—Buyer Group’s Purpose of and Reasons for the Merger” |
| • | “Special Factors—Interests of Certain Persons in the Merger” |
| • | “The Merger Agreement and Plan of Merger” |
| • | “Annex A—Agreement and Plan of Merger” |
5
| (c) | Negotiations or Contacts. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| • | “Special Factors—Background of the Merger” |
| • | “Special Factors—Plans for the Company after the Merger” |
| • | “Special Factors—Interests of Certain Persons in the Merger” |
| • | “The Merger Agreement and Plan of Merger” |
| • | “Annex A—Agreement and Plan of Merger” |
| (e) | Agreements Involving the Subject Company’s Securities. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| • | “Summary Term Sheet—Support Agreement” |
| • | “Summary Term Sheet—Financing of the Merger” |
| • | “Special Factors—Background of the Merger” |
| • | “Special Factors—Plans for the Company after the Merger” |
| • | “Special Factors—Financing” |
| • | “Special Factors—Interests of Certain Persons in the Merger” |
| • | “Special Factors—Voting by the Rollover Shareholders at the Extraordinary General Meeting” |
| • | “The Merger Agreement and Plan of Merger” |
| • | “Transactions in the Shares and ADSs” |
| • | “Annex A—Agreement and Plan of Merger” |
Item 6 Purposes of the Transaction and Plans or Proposals
| (b) | Use of Securities Acquired. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| • | “Summary Term Sheet” |
| • | “Questions and Answers about the Extraordinary General Meeting and the Merger” |
| • | “Special Factors— Buyer Group’s Purpose of and Reasons for the Merger” |
| • | “Special Factors—Effect of the Merger on the Company” |
| • | “The Merger Agreement and Plan of Merger” |
| • | “Annex A—Agreement and Plan of Merger” |
6
(c)(1)-(8) Plans. The information set forth in the proxy statement under the following captions is incorporated herein by reference:
| • | “Summary Term Sheet—The Merger” |
| • | “Summary Term Sheet—Purposes and Effects of the Merger” |
| • | “Summary Term Sheet—Plans for the Company after the Merger” |
| • | “Summary Term Sheet—Financing of the Merger” |
| • | “Summary Term Sheet—Interests of the Company’s Executive Officers and Directors in the Merger” |
| • | “Special Factors—Background of the Merger” |
| • | “Special Factors—Reasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors” |
| • | “Special Factors— Buyer Group’s Purpose of and Reasons for the Merger” |
| • | “Special Factors—Effect of the Merger on the Company” |
| • | “Special Factors—Plans for the Company after the Merger” |
| • | “Special Factors—Financing” |
| • | “Special Factors—Interests of Certain Persons in the Merger” |
| • | “The Merger Agreement and Plan of Merger” |
| • | “Annex A—Agreement and Plan of Merger” |
Item 7 Purposes, Alternatives, Reasons and Effects
| (a) | Purposes. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| • | “Summary Term Sheet—Purposes and Effects of the Merger” |
| • | “Summary Term Sheet—Plans for the Company after the Merger” |
| • | “Special Factors—Reasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors” |
| • | “Special Factors— Buyer Group’s Purpose of and Reasons for the Merger” |
| (b) | Alternatives. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| • | “Special Factors—Background of the Merger” |
7
| • | “Special Factors—Reasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors” |
| • | “Special Factors—Position of the Buyer Group as to the Fairness of the Merger” |
| • | “Special Factors— Buyer Group’s Purpose of and Reasons for the Merger” |
| • | “Special Factors—Effects on the Company if the Merger is not Completed” |
| (c) | Reasons. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| • | “Summary Term Sheet—Purposes and Effects of the Merger” |
| • | “Special Factors—Background of the Merger” |
| • | “Special Factors—Reasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors” |
| • | “Special Factors—Position of the Buyer Group as to the Fairness of the Merger” |
| • | “Special Factors— Buyer Group’s Purpose of and Reasons for the Merger” |
| • | “Special Factors—Effect of the Merger on the Company” |
| • | “Special Factors—Alternatives to the Merger” |
| (d) | Effects. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| • | “Summary Term Sheet—Purposes and Effects of the Merger” |
| • | “Special Factors—Background of the Merger” |
| • | “Special Factors—Reasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors” |
| • | “Special Factors—Effect of the Merger on the Company” |
| • | “Special Factors—Plans for the Company after the Merger” |
| • | “Special Factors—Effects on the Company if the Merger is not Completed” |
| • | “Special Factors—Effect of the Merger on the Company’s Net Book Value and Net Earnings” |
| • | “Special Factors—Interests of Certain Persons in the Merger” |
| • | “Special Factors—Material U.S. Federal Income Tax Consequences” |
| • | “Special Factors—Material PRC Income Tax Consequences” |
| • | “Special Factors—Material Cayman Islands Tax Consequences” |
| • | “The Merger Agreement and Plan of Merger” |
| • | “Annex A—Agreement and Plan of Merger” |
8
Item 8 Fairness of the Transaction
(a)-(b) Fairness; Factors Considered in Determining Fairness. The information set forth in the proxy statement under the following captions is incorporated herein by reference:
| • | “Summary Term Sheet—Recommendations of the Independent Committee and the Board of Directors” |
| • | “Summary Term Sheet—Position of Buyer Group as to Fairness” |
| • | “Summary Term Sheet—Interests of the Company’s Executive Officers and Directors in the Merger” |
| • | “Special Factors—Background of the Merger” |
| • | “Special Factors—Reasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors” |
| • | “Special Factors—Position of the Buyer Group as to the Fairness of the Merger” |
| • | “Special Factors—Opinion of the Independent Committee’s Financial Advisor” |
| • | “Special Factors—Interests of Certain Persons in the Merger” |
| • | “Annex B—Opinion of Goldman Sachs (Asia) L.L.C. as Financial Advisor” |
| (c) | Approval of Security Holders. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| • | “Summary Term Sheet—Shareholder Vote Required to Authorize and Approve the Merger Agreement and Plan of Merger” |
| • | “Questions and Answers about the Extraordinary General Meeting and the Merger” |
| • | “The Extraordinary General Meeting—Vote Required” |
| (d) | Unaffiliated Representative. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| • | “Special Factors—Background of the Merger” |
| • | “Special Factors—Reasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors” |
| • | “Special Factors—Opinion of the Independent Committee’s Financial Advisor” |
9
| (e) | Approval of Directors. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| • | “Summary Term Sheet—Recommendations of the Independent Committee and the Board of Directors” |
| • | “Questions and Answers about the Extraordinary General Meeting and the Merger” |
| • | “Special Factors—Background of the Merger” |
| • | “Special Factors—Reasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors” |
| (f) | Other Offers. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| • | “Special Factors—Background of the Merger” |
| • | “Special Factors—Reasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors” |
Item 9 Reports, Opinions, Appraisals and Negotiations
| (a) | Report, Opinion or Appraisal. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| • | “Summary Term Sheet—Opinion of the Independent Committee’s Financial Advisor” |
| • | “Special Factors—Background of the Merger” |
| • | “Special Factors—Opinion of the Independent Committee’s Financial Advisor” |
| • | “Annex B—Opinion of Goldman Sachs (Asia) L.L.C. as Financial Advisor” |
| (b) | Preparer and Summary of the Report, Opinion or Appraisal. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| • | “Special Factors—Opinion of the Independent Committee’s Financial Advisor” |
| • | “Annex B—Opinion of Goldman Sachs (Asia) L.L.C. as Financial Advisor” |
| (c) | Availability of Documents. The information set forth in the proxy statement under the following caption is incorporated herein by reference: |
| • | “Where You Can Find More Information” |
The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of the Company during its regular business hours by any interested holder of the Shares or his, her or its representative who has been so designated in writing.
Item 10 Source and Amount of Funds or Other Consideration
| (a) | Source of Funds. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| • | “Summary Term Sheet—Financing of the Merger” |
10
| • | “Special Factors—Financing” |
| • | “The Merger Agreement and Plan of Merger” |
| • | “Annex A—Agreement and Plan of Merger” |
| (b) | Conditions. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| • | “Summary Term Sheet—Financing of the Merger” |
| • | “Special Factors—Financing” |
| (c) | Expenses. The information set forth in the proxy statement under the following caption is incorporated herein by reference: |
| • | “Summary Term Sheet—Fees and Expenses” |
| • | “Special Factors—Fees and Expenses” |
| • | “The Merger Agreement and Plan of Merger—Fees and Expenses” |
| (d) | Borrowed Funds. The information set forth in the proxy statement under the following caption is incorporated herein by reference: |
| • | “Summary Term Sheet—Financing of the Merger” |
| • | “Special Factors—Financing” |
| • | “The Merger Agreement and Plan of Merger—Financing” |
Item 11 Interest in Securities of the Subject Company
| (a) | Securities Ownership. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| • | “Summary Term Sheet—Share Ownership of the Company Directors and Officers and Voting Commitments” |
| • | “Special Factors—Interests of Certain Persons in the Merger” |
| • | “Security Ownership of Certain Beneficial Owners and Management of the Company” |
| (b) | Securities Transaction. The information set forth in the proxy statement under the following caption is incorporated herein by reference: |
| • | “Transactions in the Shares and ADSs” |
11
Item 12 The Solicitation or Recommendation
| (d) | Intent to Tender or Vote in a Going-Private Transaction. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| • | “Summary Term Sheet—Share Ownership of the Company Directors and Officers and Voting Commitments” |
| • | “Questions and Answers about the Extraordinary General Meeting and the Merger” |
| • | “Special Factors—Voting by the Rollover Shareholders at the Extraordinary General Meeting” |
| • | “The Extraordinary General Meeting—Vote Required” |
| • | “Security Ownership of Certain Beneficial Owners and Management of the Company” |
| (e) | Recommendations of Others. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| • | “Summary Term Sheet—Recommendations of the Independent Committee and the Board of Directors” |
| • | “Summary Term Sheet—Position of Buyer Group as to Fairness” |
| • | “Summary Term Sheet—Share Ownership of the Company Directors and Officers and Voting Commitments” |
| • | “Special Factors—Reasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors” |
| • | “Special Factors—Position of the Buyer Group as to the Fairness of the Merger” |
| • | “The Extraordinary General Meeting—Our Board’s Recommendation” |
| (a) | Financial Information. The audited financial statements of the Company for the two years ended December 31, 2012 and December 31, 2013 are incorporated herein by reference to the Company’s Form 20-F for the year ended December 31, 2013, filed on April 29, 2014 (see page F-1 and following pages). |
The information set forth in the proxy statement under the following captions is incorporated herein by reference:
| • | “Financial Information” |
| • | “Where You Can Find More Information” |
| (b) | Pro Forma Information. Not applicable. |
Item 14 Persons/Assets, Retained, Employed, Compensated or Used
| (a) | Solicitation or Recommendations. The information set forth in the proxy statement under the following caption is incorporated herein by reference: |
| • | “The Extraordinary General Meeting—Solicitation of Proxies” |
12
| (b) | Employees and Corporate Assets. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| • | “Summary Term Sheet—The Parties Involved in the Merger” |
| • | “Special Factors—Interests of Certain Persons in the Merger” |
| • | “Annex D—Directors and Executive Officers of Each Filing Person” |
Item 15 Additional Information
| (c) | Other Material Information. The information contained in the proxy statement, including all annexes thereto, is incorporated herein by reference. |
| (a) -(1) | Proxy Statement of the Company dated July 28, 2014 (the “proxy statement”). | |
| (a) -(2) | Notice of Extraordinary General Meeting of Shareholders of the Company, incorporated herein by reference to the proxy statement. | |
| (a) -(3) | Proxy Card, incorporated herein by reference to the proxy statement. | |
| (a) -(5) | ADS Voting Instructions Card, incorporated herein by reference to the proxy statement. | |
| (a) -(6) | Press Release issued by the Company, dated April 18, 2014, incorporated herein by reference to Exhibit 99.1 to the Report on Form 6-K furnished by the Company to the Securities and Exchange Commission on April 21, 2014. | |
| (b) -(1) | Debt Commitment Letter, dated as of April 18, 2014, by and among China Merchants Bank Co., Ltd., Hong Kong Branch and Parent.* | |
| (b) -(2) | Equity Commitment Letter, dated as of April 18, 2014, by and among China Special Opportunities Fund III, LP and Holdco.* | |
| (b) -(3) | Equity Commitment Letter, dated as of April 18, 2014, by and among the Chairman and Holdco.* | |
| (c) -(1) | Opinion of Goldman Sachs (Asia) L.L.C., dated April 18, 2014, incorporated herein by reference to Annex B of the proxy statement. | |
| (c) -(2) | Discussion Materials prepared by Goldman Sachs (Asia) L.L.C. for discussion with the independent committee of the board of directors of the Company, dated April 18, 2014.* | |
| (c) -(3) | Discussion Materials prepared by Goldman Sachs (Asia) L.L.C. for discussion with the independent committee of the board of directors of the Company, dated October 29, 2013.** | |
| (c) -(4) | Discussion Materials prepared by Goldman Sachs (Asia) L.L.C. for discussion with the independent committee of the board of directors of the Company, dated January 21, 2014.** | |
| (d) -(1) | Agreement and Plan of Merger, dated as of April 18, 2014, by and among the Company, Parent and Merger Sub incorporated herein by reference to Annex A to the proxy statement. | |
| (d) -(2) | Support Agreement, dated as of April 18, 2014, by and among Holdco and the Rollover Shareholders incorporated herein by reference to Annex E to the proxy statement. | |
| (d) -(3) | Limited Guarantee, dated as of April 18, 2014, by the Everbright Shareholders and the Chairman in favor of the Company incorporated herein by reference to Annex F to the proxy statement. | |
13
| (d)-(4) | Power of attorney, dated as of May 16, 2014, granted by each of Mr. Xiaosong Zhang, Mr. Yong Feng, Mr. Junhe Che, Mr. Ying Huang, Mr. Qiang Peng, Mr. Xiaohui Zhu, Mr. Yen-wen Kang, Ms. Li Wang, Mr. Li Huang, Mr. Miao Du, Ms. Yan Zhou, BENO Group Limited, Mr. Jiadong Qu, Jinyuan Development (Hong Kong) Company Limited, Wuxi Jinyuan Industry Investment & Development Co. Ltd. and Mr. Benson Tam in favor of Mr. Tianwen Liu.* | |
| (f) -(1) | Dissenters’ Rights, incorporated herein by reference to the section entitled “Dissenters’ Rights” in the proxy statement. | |
| (f) -(2) | Section 238 of the Cayman Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised), incorporated herein by reference to Annex C to the proxy statement. | |
| (g) | Not applicable. | |
| * | Previously filed on May 19, 2014 |
| ** | Previously filed on June 20, 2014 |
14
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: July 28, 2014
| iSoftStone Holdings Limited | ||
| By: | /s/ Tom Manning | |
| Name: Tom Manning | ||
| Title: Independent Committee Chairman | ||
| New Tekventure Limited | ||
| By: | /s/ Tianwen Liu | |
| Name: Tianwen Liu | ||
| Title: Director | ||
| New iSoftStone Holdings Limited | ||
| By: | /s/ Tianwen Liu | |
| Name: Tianwen Liu | ||
| Title: Director | ||
| New iSoftStone Acquisition Limited | ||
| By: | /s/ Tianwen Liu | |
| Name: Tianwen Liu | ||
| Title: Director | ||
| Tekventure Limited | ||
| By: | /s/ Tianwen Liu | |
| Name: Tianwen Liu | ||
| Title: Director | ||
| Tianwen Liu | ||
/s/ Tianwen Liu | ||
| Xiaosong Zhang | ||
/s/ Tianwen Liu | ||
| Attorney-in-fact | ||
| Yong Feng | ||
/s/ Tianwen Liu | ||
| Attorney-in-fact | ||
| Junhe Che | ||
/s/ Tianwen Liu | ||
| Attorney-in-fact | ||
| Ying Huang | ||
/s/ Tianwen Liu | ||
| Attorney-in-fact | ||
| Qiang Peng | ||
/s/ Tianwen Liu | ||
| Attorney-in-fact | ||
| Xiaohui Zhu | ||
/s/ Tianwen Liu | ||
| Attorney-in-fact | ||
| Yen-wen Kang | ||
/s/ Tianwen Liu | ||
| Attorney-in-fact | ||
| Li Wang | ||
/s/ Tianwen Liu | ||
| Attorney-in-fact | ||
| Li Huang | ||
/s/ Tianwen Liu | ||
| Attorney-in-fact | ||
| Miao Du | ||
/s/ Tianwen Liu | ||
| Attorney-in-fact | ||
| Yan Zhou | ||
/s/ Tianwen Liu | ||
| Attorney-in-fact | ||
| New Tekventure Management Limited | ||
| By: | /s/ Tianwen Liu | |
| Name: Tianwen Liu | ||
| Title: Director | ||
| BENO Group Limited | ||
| By: | /s/ Tianwen Liu | |
Tianwen Liu | ||
Attorney-in-fact | ||
| Jiadong Qu | ||
/s/ Tianwen Liu | ||
| Attorney-in-fact | ||
| Jinyuan Development (Hong Kong) Company Limited | ||
| By: | /s/ Tianwen Liu | |
| Tianwen Liu | ||
| Attorney-in-fact | ||
| Wuxi Jinyuan Industry Investment & Development Co. Ltd. | ||
| By: | /s/ Tianwen Liu | |
| Name: Tianwen Liu | ||
| Title: Attorney-in-fact | ||
| Benson Tam | ||
/s/ Tianwen Liu | ||
| Attorney-in-fact | ||
| CSOF SoftTech Limited | ||
| By: | /s/ Tang Chi Chun | |
| Name: Tang Chi Chun | ||
| Title: Authorized Signatory | ||
| Accurate Global Limited | ||
| By: | /s/ Ip Kun Wan | |
| Name: Ip Kun Wan | ||
| Title: Authorized Signatory | ||
| Advance Orient Limited | ||
| By: | /s/ Tang Chi Chun | |
| Name: Tang Chi Chun | ||
| Title: Authorized Signatory | ||
| CSOF Technology Investments Limited | ||
| By: | /s/ Ip Kun Wan | |
| Name: Ip Kun Wan | ||
| Title: Authorized Signatory | ||
China Special Opportunities Fund III, LP By CSOF III GP Limited, its general partner | ||
| By: | /s/ Ip Kun Wan | |
| Name: Ip Kun Wan | ||
| Title: Authorized Signatory | ||
| CSOF III GP Limited | ||
| By: | /s/ Ip Kun Wan | |
| Name: Ip Kun Wan | ||
| Title: Authorized Signatory | ||
| Windsor Venture Limited | ||
| By: | /s/ Tang Chi Chun | |
| Name: Tang Chi Chun | ||
| Title: Authorized Signatory | ||
| China Everbright Limited | ||
| By: | /s/ Tang Chi Chun | |
| Name: Tang Chi Chun | ||
| Title: Authorized Signatory | ||
China Special Opportunities Fund, L.P. By China Everbright GP Limited, its general partner | ||
| By: | /s/ Tang Chi Chun | |
| Name: Tang Chi Chun | ||
| Title: Authorized Signatory | ||
| China Everbright GP Limited | ||
| By: | /s/ Tang Chi Chun | |
| Name: Tang Chi Chun | ||
| Title: Authorized Signatory | ||
Forebright Partners Limited | ||
| By: | /s/ Ip Kun Wan | |
| Name: Ip Kun Wan | ||
| Title: Authorized Signatory | ||
China Everbright Investment Management Limited | ||
| By: | /s/ Tang Chi Chun | |
| Name: Tang Chi Chun | ||
| Title: Authorized Signatory | ||
Exhibit Index
| (a) -(1) | Proxy Statement of the Company dated July 28, 2014 (the “proxy statement”). | |
| (a) -(2) | Notice of Extraordinary General Meeting of Shareholders of the Company, incorporated herein by reference to the proxy statement. | |
| (a) -(3) | Proxy Card, incorporated herein by reference to the proxy statement. | |
| (a) -(5) | ADS Voting Instructions Card, incorporated herein by reference to the proxy statement. | |
| (a) -(6) | Press Release issued by the Company, dated April 18, 2014, incorporated herein by reference to Exhibit 99.1 to the Report on Form 6-K furnished by the Company to the Securities and Exchange Commission on April 21, 2014. | |
| (b) -(1) | Debt Commitment Letter, dated as of April 18, 2014, by and among China Merchants Bank Co., Ltd., Hong Kong Branch and Parent.* | |
| (b) -(2) | Equity Commitment Letter, dated as of April 18, 2014, by and among China Special Opportunities Fund III, LP and Holdco.* | |
| (b) -(3) | Equity Commitment Letter, dated as of April 18, 2014, by and among the Chairman and Holdco.* | |
| (c) -(1) | Opinion of Goldman Sachs (Asia) L.L.C., dated April 18, 2014, incorporated herein by reference to Annex B of the proxy statement. | |
| (c) -(2) | Discussion Materials prepared by Goldman Sachs (Asia) L.L.C. for discussion with the independent committee of the board of directors of the Company, dated April 18, 2014.* | |
| (c) -(3) | Discussion Materials prepared by Goldman Sachs (Asia) L.L.C. for discussion with the independent committee of the board of directors of the Company, dated October 29, 2013.** | |
| (c) -(4) | Discussion Materials prepared by Goldman Sachs (Asia) L.L.C. for discussion with the independent committee of the board of directors of the Company, dated January 21, 2014.** | |
| (d) -(1) | Agreement and Plan of Merger, dated as of April 18, 2014, by and among the Company, Parent and Merger Sub incorporated herein by reference to Annex A to the proxy statement. | |
| (d) -(2) | Support Agreement, dated as of April 18, 2014, by and among Holdco and the Rollover Shareholders incorporated herein by reference to Annex E to the proxy statement. | |
| (d) -(3) | Limited Guarantee, dated as of April 18, 2014, by the Everbright Shareholders and the Chairman in favor of the Company incorporated herein by reference to Annex F to the proxy statement. | |
| (d)-(4) | Power of attorney, dated as of May 16, 2014, granted by each of Mr. Xiaosong Zhang, Mr. Yong Feng, Mr. Junhe Che, Mr. Ying Huang, Mr. Qiang Peng, Mr. Xiaohui Zhu, Mr. Yen-wen Kang, Ms. Li Wang, Mr. Li Huang, Mr. Miao Du, Ms. Yan Zhou, BENO Group Limited, Mr. Jiadong Qu, Jinyuan Development (Hong Kong) Company Limited, Wuxi Jinyuan Industry Investment & Development Co. Ltd. and Mr. Benson Tam in favor of Mr. Tianwen Liu.* | |
| (f) -(1) | Dissenters’ Rights, incorporated herein by reference to the section entitled “Dissenters’ Rights” in the proxy statement. | |
| (f) -(2) | Section 238 of the Cayman Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised), incorporated herein by reference to Annex C to the proxy statement. | |
| (g) | Not applicable. | |
| * | Previously filed on May 19, 2014 |
| ** | Previously filed on June 20, 2014 |
