0001067491-12-000031.txt : 20120912 0001067491-12-000031.hdr.sgml : 20120912 20120912071723 ACCESSION NUMBER: 0001067491-12-000031 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120912 FILED AS OF DATE: 20120912 DATE AS OF CHANGE: 20120912 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Infosys Ltd CENTRAL INDEX KEY: 0001067491 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 581760235 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25383 FILM NUMBER: 121086690 BUSINESS ADDRESS: STREET 1: ELECTRONICS CITY HOSUR RD STREET 2: BANGALORE KARNATAKA INDIA CITY: BANGALORE STATE: K7 ZIP: 560 100 BUSINESS PHONE: 0119180852 MAIL ADDRESS: STREET 1: ELECTRONIC CITY HOSUR RD STREET 2: BANGALORE KARNATAKA INDIA CITY: BANGALORE STATE: K7 ZIP: 560 100 FORMER COMPANY: FORMER CONFORMED NAME: INFOSYS TECHNOLOGIES LTD DATE OF NAME CHANGE: 19980804 6-K 1 index.htm FORM 6K index.htm
Form 6-K
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
Report of Foreign Private Issuer
 
Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934
 
For the month of September 2012
 
Commission File Number 000-25383
 
Infosys Limited
(Exact name of Registrant as specified in its charter)
 
Not Applicable
(Translation of Registrant's name into English)
Electronics City, Hosur Road, Bangalore - 560 100, Karnataka, India. +91-80-2852-0261
(Address of principal executive office)
 
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
 
Form 20-F x Form 40-F o
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o
 
 
 
Infosys Limited (“Infosys” or the “Company”), hereby files with the United States Securities and Exchange Commission this Report on Form 6-K. This Report on Form 6-K shall be deemed to be incorporated by reference into the Company's registration statements under the Securities Act of 1933, as amended.
 
On September 10, 2012, Infosys announced that it had entered into an agreement (“Share Purchase Agreement”) by and between Infosys, Lodestone Holding AG, and Ronald Hafner, Micheal Stein, Peter Odman and Jurgen Bauer and the further shareholders of Lodestone Holding AG (collectively, the “Sellers”), to acquire Lodestone Holding AG, a global management consultancy firm, for an aggregate enterprise value of CHF 330 Million in cash. Under the Share Purchase Agreement, Infosys is acquiring 100% of the shares in Lodestone Holding AG and its subsidiaries.
 
The Share Purchase Agreement includes customary representations, warranties and covenants by the parties, and indemnification by the Sellers for breaches thereof. The Share Purchase Agreement has been approved by the board of directors and shareholders of the Sellers. The transaction contemplated by the Share Purchase Agreement is currently expected to close by the end of October 2012, subject to customary closing conditions.
 
The press release announcing the execution of the Share Purchase Agreement is attached hereto as Exhibit 99.1.
 
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
Infosys Limited
/s/ S. D. Shibulal
   
 
S. D. Shibulal
Chief Executive Officer
 
Date: September 12, 2012

 
INDEX TO EXHIBITS
 
Exhibit No.
Description
99.1
Press Release, dated September 10, 2012, entitled “Infosys to Acquire Lodestone, a Leading Management Consultancy Firm”

EX-99.1 CHARTER 2 exv99w01.htm PRESS RELEASE ? INFOSYS TO ACQUIRE LODESTONE exv99w01.htm
Exhibit 99.1
PRESS RELEASE
Infosys to Acquire Lodestone, a Leading Management Consultancy Firm
  • Strengthens Infosys management consulting capabilities globally
  • Expands presence in continental Europe adding more than 750 experienced consultants and 200 clients
  • Deepens expertise across Manufacturing, Automotive and Life Sciences industries
  • Infosys Consulting practice focusing on SAP programs to become a $1 Billion powerhouse
Zurich, Switzerland and Bangalore, India - September 10, 2012 : Infosys, a global leader in consulting and technology, today announced a definitive agreement to acquire Lodestone Holding AG, a leading global management consultancy firm for an aggregate enterprise value of CHF 330 Million in cash. Headquartered in Zurich, Lodestone advises international companies on strategy and process optimization, and provides business transformation solutions enabled by SAP. The combination of the breadth of capabilities delivered by Infosys and Lodestone’s deep experience of driving transformational change, is expected to provide clients across the two companies, a world-class team to accelerate transformation and innovation led growth.
 
Upon completion, the acquisition of Lodestone will strengthen Infosys Consulting and Systems Integration (C&SI) capabilities, by bringing more than 850 employees, including 750 experienced SAP consultants to the company. Lodestone will add more than 200 clients across industries including Manufacturing, Automotive and Life Sciences, to the Infosys pool of over 700 clients. Post-acquisition, the combined Consulting practice focusing on SAP programs will deliver revenues of more than $1 Billion, firmly establishing Infosys amongst the global leaders in SAP consulting.
 
Infosys Consulting & Systems Integration business, today, has more than 30,000 consultants across 10 industry verticals and accounts for 31% of the company’s revenue. The Lodestone acquisition will significantly enhance its global presence, particularly in continental Europe and emerging markets like Latin America and Asia Pacific. Further, Lodestone’s clients will get ready access to the scale and global reach of Infosys, in addition to a broad spectrum of capabilities across consulting, systems integration and outsourcing.
 
Commenting on the transaction Mr. S. D. Shibulal, CEO & Managing Director, Infosys said, “A key plank of our Infosys 3.0 strategy is to expand our Consulting & Systems Integration business. This acquisition fits perfectly into that strategy. Lodestone and Infosys share a culture of unwavering focus on nurturing and maintaining client trust. I look forward to welcoming Ronald, his experienced leadership team and Lodestone’s team of top–notch consultants to Infosys.”
 
Mr. Ronald Hafner, Chairman and CEO, Lodestone added, “Our clients entrust us with their most important business and technology transformation initiatives. We are eager to leverage the widely acknowledged global reach of Infosys and its leadership in the consulting and technology arena to deliver greater value to our clients. This will enhance the momentum that Lodestone is already witnessing in the marketplace. A common passion for delivering client value will strengthen this partnership even further.”
 
The transaction is currently expected to close by the end of October 2012, subject to customary closing conditions.

Linklaters LLP is acting as legal advisor to Infosys. UBS AG is acting as financial advisor and Baker & McKenzie is acting as legal advisor to Lodestone.
 
About Infosys
 
Infosys partners with global enterprises to drive their innovation-led growth. That's why Forbes ranked Infosys 19 among the top 100 most innovative companies. As a leading provider of next-generation consulting, technology and outsourcing solutions, Infosys helps clients in more than 30 countries realize their goals. Visit www.infosys.com and see how Infosys (NASDAQ: INFY), with its 150,000+ people, is Building Tomorrow's Enterprise® today.
 
About Lodestone
 
Lodestone Holding AG, headquartered in Zurich, is a global consulting firm advising international companies on strategy and process optimization as well as IT transformation. With a value-integration approach, Lodestone pursues a value-adding combination of management and IT consulting. Founded in 2005, the firm has grown to more than 850 employees (thereof around 750 consultants) in 17 countries on five continents. Lodestone’s advisory services are primarily geared to the life science, chemical and financial services industries as well as the investment, automotive and consumer goods sectors.

For further information, please visit http://www.lodestonemc.com

Legal Notice Regarding Forward-Looking Statements
 
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, which statements include those regarding the expected closing date of the proposed acquisition, Infosys’ expectations regarding the business, products and prospects of the combined company, and Infosys’ expectations regarding the impact of the proposed acquisition. The statements contained in this press release that are not purely historical are forward-looking statements and include, without limitation, statements regarding our expectations, beliefs, intentions or strategies regarding the future. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “intends,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these terms or other comparable terminology. These statements are based on the current expectations or beliefs of management of Infosys and are subject to uncertainty and changes in circumstances that, if they were to never materialize or prove incorrect, could cause actual results to differ materially from those projected, expressed or implied in the forward-looking statements. Factors that could cause actual results or outcomes to be materially different from those anticipated in this press release include, among others, the inability to obtain necessary regulatory approvals for the proposed acquisition or to obtain them on acceptable terms; the risk that the Agreement is terminated; the inability of Infosys or Lodestone to satisfy the conditions to the closing of the proposed acquisition; the inability of Infosys to successfully integrate Lodestone and its services, employees and customers; and any disruptions in the market for the products and services of Infosys and Lodestone. Additional risks that could affect these forward-looking statements are more fully described in Infosys’ filings with the U.S. Securities and Exchange Commission, including its Annual Report on Form 20-F for the fiscal year ended March 31, 2012, and its subsequent filings on Form 6-K. These filings are available at www.sec.gov. Infosys does not undertake to update any forward-looking statements.
 
Details of Press Conference
 
Infosys will host a press conference on September 10, 2012 at 12:45 p.m. IST at the Infosys Headquarters, Electronics City, Bangalore.

Press Contacts
 
For more information, press only:

Infosys Limited
Sukanya Ghosh
Phone +917829915577
Sukanya_ghosh02@infosys.com
Lodestone Holding AG
Deborah Bucher
Phone +41 44 434 11 00
media@lodestonemc.com