Infocrossing (NASDAQ:IFOX)
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Wipro Technologies, the global IT services business of Wipro Limited
(NYSE:WIT), and Infocrossing, Inc. (NASDAQ: IFOX), a US-based provider
of IT infrastructure management, enterprise application and business
process outsourcing services, today announced that the companies have
signed a definitive agreement for Wipro to acquire Infocrossing for
$18.70 per share in an all cash deal that will create one of the world
leaders in end-to-end IT infrastructure management solutions. The
acquisition will be conducted by means of a tender offer for all of the
outstanding shares of Infocrossing, followed by a merger of Infocrossing
with a Wipro subsidiary. The tender offer is subject to a number of
customary closing conditions, including regulatory approvals, and is
expected to close by the fourth quarter of 2007.
“Wipro Technologies has identified global
infrastructure services as an important driver of growth for the company
and is pleased to add Infocrossing, which provides integrated managed
infrastructure services to premier global clients,”
said Suresh Vaswani, President, Global IT Service-lines, of Wipro. “Total
Outsourcing Services, which include our IT infrastructure services, grew
75% in the past year proving global clients are increasingly realizing
the value of these services. This acquisition of an acknowledged
industry leader broadens the data center and mainframe capabilities of
Wipro Technologies to uniquely position us in the remote infrastructure
management space. Through Infocrossing we are deepening our presence in
the United States with the addition of five data center locations and
approximately nine hundred employees.” Sudip
Banerjee, President Enterprise Solutions of Wipro Technologies, added, “With
its unique Platform based solutions, Infocrossing also brings in
significant expertise in Health plan & Payer Management segments. With
its proven track record of processing over 175 million claims annually
and providing contracted services to over 90 managed care organizations,
Infocrossing will considerably enhance Wipro’s
ADM & BPO offerings to our Healthcare customers.”
The global IT infrastructure market has been projected to be $150
billion and the global market opportunity for remote infrastructure
management services has been predicted to reach $70 billion, according
to industry association NASSCOM. Infocrossing’s
expertise in hosted and managed IT infrastructure services will enhance
Wipro’s current service offerings. The Company
operates five state-of-the art data centers in the United States and
provides a full portfolio of infrastructure management solutions,
including server management, mainframe outsourcing, network management
and security services. For the twelve months ended March 31, 2007,
Infocrossing had revenues of $232.4 million and net income of $9.3
million.
“Infocrossing is pleased to be joining such a
strong global organization such as Wipro Technologies,”
said Zach Lonstein, Chairman and Chief Executive Officer of
Infocrossing. “We selected Wipro after
conducting a full process and believe that by coupling our strong
services and U.S.-based operations with the global delivery model of
Wipro Technologies, we will be able to drive additional value for the
shareholders and clients of both our companies.”
Wipro was advised on the transaction by Citigroup and represented by the
law firm of Wilson Sonsini Goodrich and Rosati, and Infocrossing was
advised by Credit Suisse Securities (USA) LLC and represented by the law
firm of Gibson, Dunn & Crutcher LLP.
Wipro and Infocrossing will hold a conference call with investors on
Monday, August 6, 2007 at 2:30 p.m. ET to discuss the announcement. The
call-in number for the live audio call beginning at 2:20 p.m. ET is
1-973-633-1010. A live web cast of the conference call will also be
available on Infocrossing's website at http://www.infocrossing.com.
The webcast may also be accessed at ViaVid's website at www.viavid.net.
To access the webcast, you will need to have the Windows Media Player on
your desktop. This event is optimized for Microsoft's Windows media
player version 9. To download go to http://www.microsoft.com/windows/windowsmedia/download.
Wipro and Infocrossing will also hold a conference call on Tuesday,
August 7, 2007 at 7.00 a.m. Indian Standard Time (9:30 p.m. US Eastern
Time on Monday, August 6, 2007) to discuss the acquisition and answer
questions sent to email ID: rajesh.ramaiah@wipro.com.
An audio broadcasting of the management discussions and the question and
answer session will be available online and will be accessible in the
Investor Relations section of the company website at www.wipro.com.
The dial-in details of the call are +91 22 2781 3019 / +91 22 6776 3709.
Replay numbers are +91 22 6776 3709 (Replay available till September 6,
2007).
Additional Information
The tender offer described in this press release has not yet commenced,
and this press release is neither an offer to purchase nor a
solicitation of an offer to sell Infocrossing, Inc.’s
(“Infocrossing”)
common stock. Investors and security holders are urged to read both
the tender offer statement and the solicitation/recommendation statement
regarding the tender offer described in this press release when they
become available because they will contain important information.
The tender offer statement will be filed by Wipro Limited (“Wipro”)
with the Securities and Exchange Commission (“SEC”),
and the solicitation/recommendation statement will be filed by
Infocrossing with the SEC. Investors and security holders may obtain a
free copy of these statements (when available) and other documents filed
by Infocrossing or Wipro with the SEC at the website maintained by the
SEC at www.sec.gov. The tender offer
statement and related materials, solicitation/recommendation statement,
and such other documents may be obtained for free by directing such
requests to Infocrossing, Inc., Investor Relations, 2 Christie Heights
Street, Leonia, New Jersey 07605, (201) 840-4700.
Key Contact:
Media: Sanjeeth Boloor +91 9845294767
Investor Relations: Jatin Dalal: +91 80 25056143 (India), Sridhar R: 1
408-242-6285 (US)
Safe Harbor Statement
This release contains forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended. As such,
final results could differ from estimates or expectations due to risks
and uncertainties, including, but not limited to: incomplete or
preliminary information; changes in government regulations and policies;
continued acceptance of the Company's products and services in the
marketplace; competitive factors; closing contracts with new customers
and renewing contracts with existing customers on favorable terms;
expanding services to existing customers; new products; technological
changes; the Company's dependence upon third-party suppliers;
intellectual property rights; difficulties with the identification,
completion, and integration of acquisitions; and other risks. For any of
these factors, the Company claims the protection of the safe harbor for
forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995, as amended.
About Wipro
Wipro provides comprehensive IT solutions and services, including
systems integration, information systems outsourcing, package
implementation, software application development and maintenance, and
research and development services to corporations globally. Wipro
Limited is the first PCMM Level 5 and SEI CMM Level 5 certified IT
Services company globally. Wipro’s Global IT
Services business was recently assessed at Level 5 for CMMI V 1.2 across
Offshore and Onsite development centers. In the Indian market, Wipro is
a leader in providing IT solutions and services for the corporate
segment in India offering system integration, network integration,
software solutions and IT services. Wipro also has a profitable presence
in niche market segments of infrastructure engineering, and consumer
products & lighting. In the Asia Pacific and Middle East markets, Wipro
provides IT solutions and services for global corporations. Wipro’s
ADSs are listed on the New York Stock Exchange, and our equity shares
are listed in India on the Stock Exchange - Mumbai, and the National
Stock Exchange. For more information, please visit our websites at www.wipro.com,
www.wiprocorporate.com and www.wipro.in
About Infocrossing
Infocrossing, Inc. (NASDAQ:IFOX) is a provider of selective IT
infrastructure, enterprise application and business process outsourcing
services delivering the computing platforms and proprietary systems that
enable companies, regardless of industry, to process data and share
information within their business, and between their customers,
suppliers and distribution channels. Leading companies leverage
Infocrossing’s robust computing
infrastructure, skilled technical team, and process-driven operations to
reduce costs and improve service delivery by outsourcing the operation
of mainframes, mid-range, open system servers, networks and business
processes to Infocrossing.