Baring Private Equity Asia completed the acquisition of Virtusa Corporation from The Orogen Group, BlackRock, Inc., The Vanguard Group, Inc., New Mountain Vantage Advisers, L.L.C. and others.
The completion of the merger is subject to the satisfaction or waiver of certain customary conditions, including, among others, the adoption of the merger agreement by Virtusa's stockholders, customary regulatory requirements, termination or expiration of any waiting periods applicable to the consummation of the merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, approval from the Committee on Foreign Investment in the United States (CFIUS), all shares constituting the Virtusa Series A Preferred Stock being converted into Virtusa Common Stock. The transaction is not subject to approval by the stockholders of Baring or to any financing condition. The consummation of the merger is also conditional on foreign antitrust approvals from the German Federal Cartel Office and the Competition Commission of India, and foreign investment and screening laws in Australia and New Zealand. The Board of Virtusa has unanimously approved the transaction. The Board of Baring has also approved the transaction. Orogen Group and its Chief Executive Officer, Vikram Pandit have entered into a voting agreement to vote all convertible preferred stock held, representing approximately 10% of the voting power, in favor of the transaction. A special meeting of stockholders of Virtusa will be held virtually on November 20, 2020. On October 23, 2020, the applicable waiting period under the Hart-Scott-Rodino Antitrust expired. On November 3, 2020, the German Federal Cartel Office approved the transaction. As of November 20, 2020, the transaction is approved by Virtusa shareholders. On December 21, 2020, Committee on Foreign Investment in the United States clearance has been received. As of January 10, 2021, The Competition Commission of India gave nod to the transaction. The transaction is expected to close in the first half of calendar year 2021.
J.P. Morgan Securities LLC and Citigroup Global Markets Inc. acted as financial advisors and John J. Egan, Joseph L. Johnson III, Joseph C. Theis, Andrew H. Goodman, and Lillian Kim of Goodwin Procter LLP acted as legal advisors for Virtusa. J.P. Morgan Securities LLC also provided fairness opinion in connection with the transaction. BofA Securities acted as financial advisor and Paul Scrivano, Eric Issadore, Neill Jakobe, Richard Conklin, Alexander Zeltser, Elaine Murphy, Ruchit Patel, Matthew Jones, and Jennifer Cormier of Ropes & Gray LLP acted as legal advisors to Baring Private Equity Asia. Marni Lerner of Simpson Thacher acted as the legal advisor to J.P. Morgan Securities. Louis Goldberg of Davis Polk & Wardwell LLP acted as legal advisor to The Orogen Group. MacKenzie Partners, Inc acted as the proxy solicitor to Virtusa as part of the transaction. For services rendered in connection with the merger and the delivery of its opinion, the Virtusa has agreed to pay J.P. Morgan a fee of approximately $29 million, of which $3 million became payable upon delivery of the opinion and the remainder will be payable upon the consummation of the merger. Pursuant to the terms of Citi's engagement, the Virtusa has agreed to pay Citi a cash fee equal to approximately $7.7 million upon completion of the transaction.
Baring Private Equity Asia completed the acquisition of Virtusa Corporation (NasdaqGS:VRTU) from The Orogen Group, BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc., New Mountain Vantage Advisers, L.L.C. and others on February 11, 2021. In conjunction with the closing, Virtusa's common stock will cease trading before the market opens on February 11, 2021 and the Company will no longer be listed on the NASDAQ stock exchange. Virtusa will operate as a privately-held company.