Virtusa Announces Definitive Agreement to Acquire a Majority Interest in Polaris Consulting & Services, Ltd.

WESTBOROUGH, Mass.--(BUSINESS WIRE)--Virtusa Corporation (NASDAQ GS:VRTU), a global business consulting and IT outsourcing company that combines innovation, technology leadership and industry solutions to transform the customer experience, today announced that it has entered into a definitive agreement to acquire a majority interest in Polaris Consulting & Services, Ltd. (“Polaris”) (BSE: POLARIS NSE: POLARIS MSEI: POLARIS), a global provider of IT solutions primarily to the banking and financial services industry segment, for approximately $270 million. The transaction consideration includes both the 51.7% majority interest and an unconditional mandatory open offer to purchase up to 26%(3) of the outstanding shares of Polaris from the public shareholders of Polaris (as further described below in “Terms and Financing of the Polaris Transaction”). In addition, upon closing of the Polaris transaction, Citigroup Technology Group, Inc. (“Citi”) has agreed to designate Virtusa and Polaris as a preferred vendor for Global Technology Resource Strategy (“GTRS”) for the provision of IT services to Citi on an enterprise-wide basis.

    “Virtusa and Polaris share a common goal of delivering best-in-class solutions and the highest level of service excellence to our clients. I believe the combination of the two companies will enable us to better address our clients’ most critical business objectives.”
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As of September 30, 2015, Chennai, India-based Polaris had approximately 7,650(1) employees, serving its global client base through 12 development centers. For the six months ended September 30, 2015, Polaris generated total pro forma revenue(2) of approximately $150 million. Polaris had cash, cash equivalents, and short-term and long-term investments of approximately $44.8 million(4) as of September 30, 2015.

Upon the closing of the Polaris transaction, the combination of Virtusa and Polaris would create a leading global provider of IT services and solutions to the banking and financial services industry segment. The acquisition would combine Virtusa’s deep domain expertise in consumer and retail banking with Polaris’ proven strength in corporate and investment banking. This combination would provide an end-to-end portfolio of differentiated solutions to the global banking and financial services industry segment, improving the combined entity’s competitive position, and expanding its addressable market. Virtusa expects to realize over $100 million of cumulative revenue synergies over the next three fiscal years from the business combination.

The Polaris transaction is expected to close during Virtusa’s fourth fiscal quarter ending March 31, 2016. The closing of the definitive agreement and the unconditional mandatory open offer to purchase shares from the public shareholders of Polaris are each subject to customary conditions, including receipt of required regulatory approvals.

Commenting on the transaction, Kris Canekeratne, Virtusa’s Chairman and CEO, stated, “Polaris brings a terrific team and an attractive, blue-chip client base to our organization. The combination of Virtusa and Polaris will enable us to provide end-to-end global BFS services and solutions, expand our addressable market, and position us to pursue larger consulting and outsourcing opportunities. We are enthusiastic about working with the Polaris team to build out our platform and offer clients a distinctive set of offerings.”

Jitin Goyal, Chief Executive Officer & Executive Director of Polaris, said, “Virtusa and Polaris share a common goal of delivering best-in-class solutions and the highest level of service excellence to our clients. I believe the combination of the two companies will enable us to better address our clients’ most critical business objectives.”

Terms and Financing of the Polaris Transaction

Virtusa, through its India subsidiary, Virtusa Consulting Services Private Limited (“Virtusa India”), has entered into a definitive agreement to acquire all of the outstanding shares of Polaris held by Mr. Arun Jain, founder and chairman of Polaris, Orbitech Private Limited, and certain other minority stockholders, representing an aggregate of approximately 51.7%(5&6) of the fully diluted outstanding shares of Polaris for $3.38 per share (INR 220.73 per share) (7), for an aggregate purchase consideration under the definitive agreement of approximately $180 million (INR 11,728.08 million) (7).

In addition, in accordance with the requirements of the Indian securities regulator, the Securities and Exchange Board of India ("SEBI") and the applicable Indian rules on Takeovers, Virtusa India shall make an unconditional mandatory open offer to Polaris’ public shareholders to purchase up to an additional 26%(3) of the outstanding shares of Polaris. The aggregate price for the shares to be purchased in the unconditional, mandatory open offer, assuming full tender and the offer price remaining unchanged, is estimated at approximately $90 million (INR 5,877 million) (7).

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