GROUP MEMBERS

A11003 Akshay Arolkar

A11014 Dhairya Parekh

A11050 Sachin Nikam A11059 Shravani Khandray A11068 Vishal Naik

DEAL DETAILS
Acquirers Pan-Asia iGATE Solutions, Mauritius and iGATE Global Solutions Limited, India

Seller
Acquisition

Promoter Group of Patni and General Atlantic Mauritius Limited (GA)

From the promoter group: 60,091,202 fully paid-up equity shares of face value Rs 2 each, representing 44.37% of the total issued and paid up equity share capital of Patni at a price of Rs 503.50 per Sale Share From GA: i. 2,01,61,867 ADS, each ADS representing 14.89% of the total issued and paid up equity share capital of Patni at a price of the dollar-equivalent (as of January 10, 2011) of Rs 503.50 per equity share underlying the ADS ii. 27,52,081 equity share of Patni, representing 2.03% of the total issued and paid up equity share capital of Patni at a price of Rs 503.50 per equity share From the public shareholders: 2,70,85,565 equity shares of Patni, representing 20% of the total issued and paid up equity share capital of Patni at a price of Rs 503.50 per share

Total Rs 5530.87 crore Consideration

BUSINESS MODEL
Our service offerings span the entire software services lifecycle including:
application development and integration, application maintenance, enterprise application systems e-Business enterprise systems management research and development services business process outsourcing.

CLIENTS
Largest client, the GE Group Second largest client, State Farm Insurance The Guardian Life Insurance Company of America (Guardian Life Insurance), Hitachi Group HP Pitney Bowes Southern California Edison

IGATE BUSINESS MODEL

The company focuses more on productivity, quality, and knowledge management. Some of the services offered are : Technology Consultancy Application Development and Maintenance Data Analytics Independent Verification and Validation Infrastructure Management Services

THE DEAL A WIN-WIN FOR PATNI AND iGATE

PATNI IS THE SIXTH LARGEST SOFTWARE IN INDIA KEY PLAYER ACCROSS BANKING & FINANCIAL SERVICES,INSURENCE, MANUFACTURING, RETAIL, & MEDIA & ENTERTAINMENT REVENUE OF THE COMBINED ENTITY RS. 42345 CR HELP IGATE TO PITCH BIGGER AND LARGER BUSINESS DEALS

FINANCIAL CONSIDERATIONS
SOURCE OF FUNDING THE ACQUISITION
Internal Accruals : Cash balance on balance sheet of iGate at the time of deal Rs. 450 Cr. Apaxs commitment to invest : - The deal was likely to be a leverage buyout. - Raise a credit line of over Rs. 2700 Cr from Standard Chartered Bank, Deutsche Bank and Barclays. - iGate raise up to Rs. 1764 Cr by selling Rs. 72 Cr shares at price of $20.30 to Viscaria Ltd - Sponsors had committed to Viscaria and iGate Corp that, it shall purchase equity and/or debt securities of Viscaria for an aggregate amount of up to Rs. 21600 Cr .

FINANCIAL CONSIDERATIONS
FUNDING THE DEAL
Sponsors Investment in Viscaria : - purpose of enabling Viscaria to purchase the securities of iGate Corp. Sponsors had agreed to invest funds in iGate Corp, as follows: - Rs. 945 Cr of the Commitment to be invested in Viscaria at least two Business Days prior to the Escrow Deposit Date. - Balance of the Commitment (up to Rs. 1215 Cr), to be invested in Viscaria, at least two Business Days prior to the date of completion of the Deal.

FINANCIAL CONSIDERATIONS
Acquisition of securities of iGate Corp by Viscaria :
Viscaria had agreed to subscribe, in a private placement, to 270,000, 8.00% Series B convertible participating preferred shares for an aggregate purchase price of Rs. 1215 Cr. This subscription was agreed to happen as follow Series B Preferred Stock worth Rs. 945 Cr on the date of first closing under the Viscaria Agreement two Business Days prior to the Escrow Deposit Date . Series B Preferred Stock worth Rs. 270 Cr on the date of first closing under the Viscaria Agreement two Business Days prior to the date of completion of the transaction .

ADDITIONAL FINANCING
Viscaria Agreement 2nd Closing
Investments by Viscaria in Series B prefered socks Rs.270 Cr. Upto Rs. 945 Cr. Additional

Series B Preferred Stocks

Conversion Option Dividend Payment Mandatory Conversion

DEBT COMMITMENT LETTER

Under Definitive Agreement iGate corp.

Jefferies Finance LLC

COMMITMENT BANKS

Royal Bank of Canada

Revolving Credit Facility Bridge Facility

 Borrower Obligations under the Revolving Credit Facility were unconditionally guaranteed Borrower Obligations and the Guarantees thereof were secured -after-acquired assets Revolving Credit Facility General Corporate Purposes Notes or Bridge Facility
Pay a portion of the cash consideration for the acquisition Pay related fees and expenses

1. 2. 3.

Maturity Rolling Credit Facility Notes Bridging Facility

NOTES PURCHASE AGREEMENT

iGate Corp
Initial Purchasers
Jefferies & Company, Inc. and RBC Capital Markets, LLC

# iGate agreed to issue & sell Initial Purchaser 9% Senior notes # iGate Techn, Inc. is guarantor iGate corp.

iGate Technol ogies, Inc.

April 14, 2011

April 29, 2011- Notes were issued to Initial Purchsers Sold the Notes to Qualified Institutional buyers and Persons outside the US Notes were used - Finance the Deal & Related Transactions

REVENUE MODEL
It has set a target of getting 30% of the combined entity's revenues from an outcome-based model by 2017-CFO Time and material contractPaid based on the cost of labour and material used Clients are usually billed on a per hour basis Outcome based model- Paid based on the outcome of a project Rs 3900 Cr. Revenue by merged entity

61% PATNI 39% iGate Rs. 2379 Cr. Rs 1521Cr. Net profit Rs. 259 Cr. Interest

Rs. 256.5 Cr. as Rs 250 Cr

Was offer price of INR 503.50 justified under the Takeover Code 1997
Particulars The average of the high and low of the closing prices for every week for the last 26-weeks prior to the date of the PA on NSE The average of the daily high and low of the intra-day trading prices for the last 2-weeks prior to the date of the PA on NSE The negotiated price INR 467.94

471.28

503.50

Can the Offer Price be revised after the public announcement is made? Revision of Offer Price by the Acquirer Automatic revision of the Offer Price

Will shares of Patni be delisted pursuant to the Open Offer?

Reducing the shareholding

Delisting

Can ADS holders participate in the Open Offer?

What are the direct tax implications of Patni-iGate deal?

Non-compete fees Are non-compete provisions enforceable in India? RBI approval

THANK YOU