HiSoft Announces Shareholder Approval of Resolutions Relating to
Proposed Merger with VanceInfo
BEIJING, Nov. 6, 2012 /PRNewswire-FirstCall/
-- HiSoft Technology International Limited ("HiSoft" or the
"Company") (NASDAQ: HSFT), a leading China-based provider of outsourced information
technology and research and development services headquartered in
Dalian, China, announced today
that at the extraordinary general meeting of the Company's
shareholders (the "EGM") held earlier today, shareholders voted to
approve each of the proposed resolutions in connection with the
previously announced merger with VanceInfo Technologies Inc. (NYSE:
VIT). These proposals related to a consolidation of the share
capital of the Company, an increase in the authorized share capital
of the Company, the allotment and issuance of common shares of the
Company, the change of the Company's English name and adoption of a
Chinese name, and certain related amendments to the Company's
memorandum and articles of association.
Based on the final tabulation, over 99% of the common shares of
the Company present in person or by proxy at the EGM were voted
"FOR" each of the resolutions to consolidate the share capital of
the Company, increase the authorized share capital of the Company
and allot and issue common shares of the Company and, therefore,
each of these resolutions was passed as an ordinary resolution.
Based on the final tabulation, over 99% of the common shares of the
Company present in person or by proxy at the EGM were voted "FOR"
each of the resolutions to change the Company's English name and
adopt a Chinese name and to amend the Company's memorandum and
articles of association and, therefore, each of these resolutions
was passed as a special resolution.
Prior to the completion of the merger, the Company will effect
its previously announced 13.9482-to-1 share consolidation and
adjustment to its American depositary shares ("HiSoft ADS")
pursuant to which each HiSoft ADS will represent 1 HiSoft
share. The parties expect to complete the merger as soon as
practicable. The completion of the merger is subject to the
satisfaction or waiver of the conditions set forth in the merger
agreement with VanceInfo. As a result of the merger, VanceInfo's
American depositary shares will no longer be listed on the New York
Stock Exchange. Upon completion of the merger, the combined entity
will be named "Pactera Technology International Ltd." in English
with its American depositary shares listed on the NASDAQ Global
Select Market under the ticker symbol of "PACT".
About HiSoft Technology International Limited
HiSoft Technology International Limited (NASDAQ: HSFT) is a
leading China-based provider of
outsourced information technology and research and development
services headquartered in Dalian,
China. HiSoft provides its services to leading companies
around the world through a combination of onshore and offshore
delivery capabilities. HiSoft leverages its skilled technology
specialists and client-centric delivery centers to offer customers
reliable and high-quality technology solutions.
For more information about HiSoft, please visit
http://www.hisoft.com.
Safe Harbor Statement
This press release contains forward-looking statements. These
statements constitute "forward-looking" statements within the
meaning of Section 21E of the Securities Exchange Act of 1934, as
amended, and as defined in the U.S. Private Securities Litigation
Reform Act of 1995. These forward-looking statements can be
identified by terminology such as "will," "expects," "anticipates,"
"future," "intends," "plans," "believes," "estimates," "target,"
"going forward," "outlook" and similar statements. Such statements
are based upon management's current expectations and current market
and operating conditions, and relate to events that involve known
or unknown risks, uncertainties and other factors, all of which are
difficult to predict and many of which are beyond HiSoft's control,
which may cause HiSoft's actual results, performance or
achievements to differ materially from those in the forward-looking
statements. Further information regarding these and other risks,
uncertainties or factors is included in HiSoft's filings with the
U.S. Securities and Exchange Commission. HiSoft does not undertake
any obligation to update any forward-looking statement as a result
of new information, future events or otherwise, except as required
under applicable law.
IMPORTANT INFORMATION FOR INVESTORS
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. In connection with the proposed
transaction, HiSoft has filed with the Securities and Exchange
Commission ("SEC") a registration statement on Form F-4
(Registration File No. 333-183688) that includes a definitive
joint proxy statement of VanceInfo and HiSoft and constitutes a
prospectus of HiSoft. HiSoft and VanceInfo may also plan
to file other documents with the SEC regarding the proposed
transaction. The definitive joint proxy
statement/prospectus was first mailed to shareholders and holders
of American depositary receipts of HiSoft and VanceInfo on or about
October 5, 2012. HISOFT AND VANCEINFO URGE INVESTORS AND
SECURITY HOLDERS TO READ THE DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE
FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and shareholders may obtain free copies of the
definitive joint proxy statement/prospectus and other documents
containing important information about HiSoft and VanceInfo, once
such documents are filed with the SEC, through the website
maintained by the SEC at www.sec.gov.
For investor and media inquiries please contact:
Ross Warner
HiSoft Technology International Limited
Tel: +86-10-5987-5865
Email: investor_relations@hisoft.com
SOURCE HiSoft Technology International Limited