0001104659-12-074488.txt : 20121106 0001104659-12-074488.hdr.sgml : 20121106 20121106090607 ACCESSION NUMBER: 0001104659-12-074488 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20121106 DATE AS OF CHANGE: 20121106 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VanceInfo Technologies Inc. CENTRAL INDEX KEY: 0001417961 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33857 FILM NUMBER: 121181849 BUSINESS ADDRESS: STREET 1: 3/F, BUILDING 8 STREET 2: ZHONGGUANCUN SOFTWARE PARK, HAIDIAN DIST CITY: BEIJING STATE: F4 ZIP: 100094 BUSINESS PHONE: (86-10) 8282-5266 MAIL ADDRESS: STREET 1: 3/F, BUILDING 8 STREET 2: ZHONGGUANCUN SOFTWARE PARK, HAIDIAN DIST CITY: BEIJING STATE: F4 ZIP: 100094 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VanceInfo Technologies Inc. CENTRAL INDEX KEY: 0001417961 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 3/F, BUILDING 8 STREET 2: ZHONGGUANCUN SOFTWARE PARK, HAIDIAN DIST CITY: BEIJING STATE: F4 ZIP: 100094 BUSINESS PHONE: (86-10) 8282-5266 MAIL ADDRESS: STREET 1: 3/F, BUILDING 8 STREET 2: ZHONGGUANCUN SOFTWARE PARK, HAIDIAN DIST CITY: BEIJING STATE: F4 ZIP: 100094 425 1 a12-26289_2425.htm 425

 

Filed by VanceInfo Technologies Inc. pursuant to Rule 425 of the

Securities Act of 1933

Commission File No.: 333-183688

 

Subject Company: VanceInfo Technologies Inc.

 

IMPORTANT INFORMATION FOR INVESTORS

 

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed transaction, HiSoft Technology International Limited (“HiSoft”) has filed with the Securities and Exchange Commission (“SEC”) a registration statement on Form F-4 (Registration File No. 333-183688) that includes a definitive joint proxy statement of VanceInfo Technologies Inc. (“VanceInfo”) and HiSoft and constitutes a prospectus of HiSoft.  VanceInfo and HiSoft may also plan to file other documents with the SEC regarding the proposed transaction.  The definitive joint proxy statement/prospectus was first mailed to shareholders and holders of American depositary receipts of VanceInfo and HiSoft on or about October 5, 2012.  VANCEINFO AND HISOFT URGE INVESTORS AND SECURITY HOLDERS TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

 

Investors and shareholders may obtain free copies of the definitive joint proxy statement/prospectus and other documents containing important information about VanceInfo and HiSoft through the website maintained by the SEC at www.sec.gov.

 

Cautionary Statement Regarding Forward-Looking Statements

 

This communication contains “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 that are not limited to historical facts, but reflect VanceInfo’s and HiSoft’s current beliefs, expectations or intentions regarding future events.  Words such as “may,” “will,” “could,” “should,” “expect,” “plan,” “project,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “pursue,” “target,” “continue,” and similar expressions are intended to identify such forward-looking statements.  These forward-looking statements include, without limitation, VanceInfo’s and HiSoft’s expectations with respect to the synergies, costs and other anticipated financial impacts of the proposed transaction; future financial and operating results of the combined company; the combined company’s plans, expectations and intentions with respect to future operations and services; approval of the proposed transaction by shareholders; the satisfaction of the closing conditions to, or timing of the completion of, the proposed transaction; and other factors with respect to VanceInfo, HiSoft or the proposed transaction that are set forth in the “Risk Factors” section and other sections of VanceInfo’s and HiSoft’s Annual Reports on Form 20-F, the definitive joint proxy statement/prospectus and other SEC filings.

 

All forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements, many of which are generally outside the control of VanceInfo and HiSoft and are difficult to predict.  All subsequent written and oral forward-looking statements concerning VanceInfo, HiSoft, the proposed transaction or other matters and attributable to VanceInfo or HiSoft or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above.  Neither VanceInfo nor HiSoft undertakes any obligation to publicly update any of these forward-looking statements to reflect events or circumstances that may arise after the date hereof.

 



 

VanceInfo Technologies Inc. Shareholders Approve Merger With

HiSoft Technology International Limited

 

BEIJING, China, November 6, 2012 — VanceInfo Technologies Inc. (NYSE: VIT) (“VanceInfo” or the “Company”), an IT service provider and one of the leading offshore software development companies in China, today announced that, at the extraordinary general meeting of the Company’s shareholders (the “EGM”) held earlier today, shareholders voted in favor of, among other things, the proposal to authorize and approve the previously announced merger agreement dated August 10, 2012, as amended by the amendment dated August 31, 2012, by and among HiSoft Technology International Limited (“HiSoft”) (NASDAQ: HSFT), VanceInfo, Chemistry Merger Sub Inc. and Chemistry Merger Sub II Inc.(the “Merger Agreement”), the plan of merger in the form attached as Annex A to the Merger Agreement (the “Plan of Merger”), and the transaction contemplated thereby (the “Merger”). Based on the final tabulation, over 98% of the ordinary shares of the Company present in person or by proxy at the EGM voted “FOR” the resolution to authorize and approve the Merger Agreement, the Plan of Merger and the Merger, which was therefore passed as a special resolution.

 

The parties expect to complete the Merger as soon as practicable. The completion of the Merger is subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement. As a result of the Merger, VanceInfo’s American depositary shares will no longer be listed on the New York Stock Exchange. Upon completion of the merger, the combined entity will be named “Pactera Technology International Ltd.” in English and “文思海辉技术有限公司” in Chinese with its American depositary shares listed on the NASDAQ Global Select Market under the ticker symbol of “PACT”.

 

About VanceInfo

 

VanceInfo Technologies Inc. (NYSE: VIT) is an IT service provider and one of the leading offshore software development companies in China.

 

The Company ranked number one among Chinese offshore software development service providers for the North American and European markets as measured by 2011 revenues, according to International Data Corporation (IDC). This marks the fifth consecutive year that VanceInfo has been ranked number one by IDC in this category.

 

VanceInfo’s comprehensive range of IT services includes R&D Outsourcing Services, Consulting and Solutions Services, Application Management Services and Other Solutions & Services. VanceInfo provides these services primarily to corporations headquartered in Greater China, the United States, Europe and Japan, targeting high-growth industries such as telecommunications, technology, financial services, travel and transportation services, manufacturing, retail and distribution.

 

For more information about VanceInfo, please visit www.vanceinfo.com.

 

Safe Harbor Statements

 

This announcement contains forward-looking statements made under the “safe harbor” provisions of Section 21E of the Exchange Act.  These forward-looking statements can be identified by terminology such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “likely to” or other similar expressions. VanceInfo may also make written or oral forward-looking statements in its reports filed or furnished with the SEC, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about VanceInfo’s beliefs and expectations, are forward-looking statements and are subject to change. Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained, either expressly or impliedly, in any of the forward-looking statements in this press release. These factors include the risk factors detailed in VanceInfo’s filings with the SEC. All information provided in this press release is current as of the date of this press release, and VanceInfo does not undertake any obligation to update any such information, except as required under applicable law.

 

IMPORTANT INFORMATION FOR INVESTORS

 

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed transaction, HiSoft Technology International Limited (“HiSoft”) has filed with the Securities and Exchange Commission (“SEC”) a registration statement on Form F-4 (Registration File No. 333-183688) that includes a definitive joint proxy statement of VanceInfo Technologies Inc. (“VanceInfo”) and HiSoft and constitutes a prospectus of HiSoft. VanceInfo and HiSoft may also plan to file other documents with the SEC regarding the proposed transaction. The definitive joint proxy statement/prospectus was first mailed to shareholders and holders of American depositary receipts of VanceInfo and HiSoft on or about October 5, 2012. VANCEINFO AND HISOFT URGE INVESTORS AND SECURITY HOLDERS TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

 

Investors and shareholders may obtain free copies of the definitive joint proxy statement/prospectus and other documents containing important information about VanceInfo and HiSoft through the website maintained by the SEC at www.sec.gov.

 

For more information, please contact:

 

Sheryl Zhang

Investor Relations

VanceInfo Technologies Inc.

Tel: +86-10-8282-5330

E-mail: ir@vanceinfo.com