Syntel, Inc., 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.

 

Source: globenewswire.com

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