BEIJING, August 13, 2014 /PRNewswire/ — iSoftStone Holdings Limited (“iSoftStone” or “the Company,” NYSE: ISS), a leading China-based IT services provider in the People’s Republic of China, is pleased to announce that Institutional Shareholder Services Inc. (“ISS”) has recommended that iSoftStone shareholders vote FOR the approval of the agreement and plan of merger dated as of April 18, 2014 (the “Merger Agreement”), among the Company, New iSoftStone Holdings Limited (“Parent”) and New iSoftStone Acquisition Limited, pursuant to which Parent will acquire iSoftStone (the “Transaction”) for US$0.57 per ordinary share of the Company (a “Share”) or US$5.70 per American depositary share, each representing ten Shares (an “ADS”).
ISS is a leading independent international proxy advisory firm and its voting analyses and recommendations are relied upon by thousands of major institutional investment firms, mutual funds and fiduciaries throughout the world.
The Company’s extraordinary general meeting of shareholders (the “Shareholder Meeting”) to consider and vote on, among other things, the Merger Agreement and the Transaction will be held on Monday, August 25, 2014 at 10:00 a.m. (Hong Kong Time) at 26th Floor, Gloucester Tower, The Landmark, 15 Queen’s Road Central, Hong Kong. Record holders of Shares on the close of business in the Cayman Islands on August 14, 2014 or their proxy holders are entitled to vote at this meeting. Holders of ADSs as of the close of business in New York City on August 4, 2014, are entitled to instruct J.P. Morgan Chase Bank, N.A., in its capacity as the ADS depositary, how to vote the Shares underlying their ADSs. ADS holders are reminded that the ADS depositary must receive such voting instructions no later than 10:00 a.m. (New York City Time) on Friday, August 22, 2014.
The Company’s shareholders and ADS holders are encouraged to read the Company’s definitive proxy materials in their entirety as they provide, among other things, important information regarding the Merger Agreement and the Transaction. The Company has also retained D.F. King & Co., Inc. (“D.F. King“) as its proxy solicitor to assist it in connection with its upcoming Shareholder Meeting. Shareholders and ADS holders who have questions about the Merger Agreement or the Transaction, need additional copies of the Company’s proxy materials, or need assistance in voting their shares are encouraged to contact D.F. King by email at email@example.com or by phone at +1-800-901-0068 (toll free) or +1-212-269-5550 (outside of the United States).
If shareholder approval of the Merger Agreement and the Transaction is obtained at the Shareholder Meeting, the Transaction is expected to close shortly thereafter. Upon the completion of the Transaction, the Company will become privately held, and its ADSs will no longer be listed on the New York Stock Exchange.
About iSoftStone Holdings Limited
Founded in 2001, iSoftStone is a leading China-based IT services provider serving both greater China and global clients. iSoftStone provides an integrated suite of IT services and solutions, including consulting & solutions, IT services, and business process outsourcing services. The company focuses on industry verticals that include technology, communications, banking, financial services, insurance, energy, transportation, and public sectors.
Cautionary Statement concerning Forward Looking Statements
This document may include certain statements that are not descriptions of historical facts, but are forward-looking statements. Such statements include, among others, those concerning expected benefits and costs of the proposed Transaction; management plans relating to the Transaction; the expected timing of the completion of the Transaction; the parties’ ability to complete the Transaction considering the various closing conditions, including any conditions related to regulatory approvals, as well as all assumptions, expectations, predictions, intentions or beliefs about future events. Forward-looking statements can generally be identified by the use of forward-looking terminology such as “will,” “should,” “may,” “believes,” “expects” or similar expressions. All of such assumptions are inherently subject to uncertainties and contingencies beyond the Company’s control and based upon premises with respect to future business decisions, which are subject to change. The Company does not undertake any obligation to update any forward-looking statement, except as required under applicable law.
For more information, please contact:
iSoftStone Holdings Limited
Mr. Charles Zhang
Acting Chief Financial Officer
Mr. Tom Myers