UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
eTelecare Global Solutions, Inc.
(Name of Subject Company)
eTelecare Global Solutions, Inc.
(Name of Persons Filing Statement)
American Depositary Shares, each representing
one common share,
par value two Philippine pesos per share
(Title of Class of Securities)
29759R102
(CUSIP Number of Class of Securities)
John R. Harris
President and Chief Executive Officer
eTelecare Global Solutions, Inc.
31st Floor CyberOne Building, Eastwood City, Cyberpark,
Libis, Quezon City 1110
Philippines
63 (2) 916 5670
(Name, Address, and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of the Persons Filing Statement)
With a copy to:
Jorge A. del Calvo, Esq.
James J. Masetti, Esq.
Pillsbury Winthrop Shaw Pittman LLP
2475 Hanover Street
Palo Alto, CA 94304
(650) 233-4500
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Check the box if the filing relates solely to preliminary communications made before the
commencement of a tender offer.
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The tender offer for the outstanding common shares and American Depositary Shares (collectively,
the Shares) of eTelecare Global Solutions, Inc. (eTelecare) has not yet commenced. These
communications are for informational purposes only and are not an offer to buy or the solicitation
of an offer to sell any securities. At the time the tender offer is commenced, the entity formed
by the investor group to make the offer intends to file with the United States Securities and
Exchange Commission (the US SEC) a Tender Offer Statement on Schedule TO containing an offer to
purchase, forms of letters of transmittal and other documents relating to the tender offer, in
addition to similar documentation intended to be filed with the Philippine Securities and Exchange
Commission (the PSEC), and eTelecare intends to file with the US SEC a
Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer, and
similar documentation intended to be filed with the PSEC. The offeror in the tender offer and
eTelecare intend to mail these documents to the shareholders of eTelecare. These documents will
contain important information about the tender offer and shareholders of eTelecare are urged to
read them carefully when they become available. Shareholders and holders of American Depositary
Shares of eTelecare will be able to obtain a free copy of these documents (when they become
available) and other documents filed by eTelecare or the offeror with the US SEC at the website
maintained by the US SEC at www.sec.gov.
The following contains projections and other forward-looking statements regarding the expected
completion and effects of the tender offer, including employee benefits, compensation and
opportunities. Statements regarding future events are based on the parties current expectations and
are necessarily subject to associated risks related to, among other things, obtaining a sufficient
number of tendered common shares and American Depositary Shares and regulatory approval of the
tender offer, and satisfaction of other conditions to the offer. Actual results may differ
materially from those in the projections or other forward-looking statements.
The following is the transcript of a video presentation given by John R. Harris, the President and
Chief Executive Officer of eTelecare, to employees on September 19, 2008.
Transcript of Video Conference
eTelecare team.
I have some very important news to share with you.
We have agreed to an offer made by a partnership of two companies to acquire eTelecare, thus making
us a private company again.
1
The two companies are Providence Capital
2
, a US-based investment company that is in the
top ten of private equity firms and the Ayala Corporation, one of our current investors and a
leading organization in the Philippines.
Now, let me provide you with information on why we chose to accept this offer, why we were chosen
and what this all means to you.
When we went public in 2007, we had a couple of key objectives. We wanted to reduce our debt, while
also infusing capital into the company to propel our continued growth. Because we were successful
in achieving both objectives, we know that was the right decision at the time.
We dont feel our current market value
3
reflects our true value. And clearly Providence
and Ayala agree with us. They were seeking to expand in the BPO industry and saw eTelecare as an
undervalued yet strong company that had the potential to be a lot more with a little help. And
thats really a testament to each of you. They know we have the best talent in the business and no
one serves its clients better. Their investment in eTelecare is truly an investment in you.
This transaction benefits all of us. It provides for a more secure company, financially, with the
capital we need to invest in our operations and our people. This will enable us to grow faster
and serve our clients and their customers even better than we do today.
What does this mean for you? Simply, its business as usual for all of us. I will continue as CEO
of eTelecare and there are no anticipated changes in management structure or how we operate.
Benefits, compensation and career progression structures will remain unchanged. Even our name stays
the same.
What will change are the number of career opportunities for you in the future, as we grow acquire
companies and expand in new regions and new industries. It also means a more dynamic future for our
company, for you and for your family.
Finally, I want to be sure you all remain focused on our mission statement of being our clients
number one business partner and that you continue to live our CORE values of Commitment, Ownership,
Respect, and Excellence. This is what will continue to give us these opportunities for growth and
success.
I am very excited about this next step in the evolution of our company.
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1
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The text appears as originally presented. eTelecare
will remain a publicly traded company in the U.S. and the Philippines until
such time as the tender offer has been successfully completed and eTelecares
common shares and American Depositary Shares have been deregistered with the
Philippine Stock Exchange and the Nasdaq Global Market, respectively.
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2
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The text appears as originally presented. The correct
entity is Providence Equity Partners.
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3
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The text appears as originally presented. The current
market value was a reference to the market value prior signing not the offer
price. The offer price represents an approximate 76% premium over the
companys closing price on NASDAQ on September 18, 2008.
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If you have any questions or want more information, please see your leader or visit our new
eCentral intranet site.
Thanks for all your great work and continued outstanding service to our clients and their
customers.
The following questions and answers and letter from John R. Harris to eTelecare employees were
posted on September 19, 2008 by eTelecare to an internal website accessible only by eTelecare
employees and were removed from such site on September 21, 2008.
Questions and Answers
Who are Ayala and Providence?
Ayala Corporation is a long-time shareholder in eTelecare. It is the holding company of one of the
largest and most diversified business groups in the Philippines, with interests in real estate,
financial services, telecommunications, electronics manufacturing service, water infrastructure
development and management, automotive dealerships, information technology, business process
outsourcing, and overseas property investments.
Providence is the worlds leading private equity firm focused on media, entertainment,
communications and information investments. Providence is one of the worlds premiere private
equity firms and a dominant global franchise in the media, entertainment, communications and
information industries.
Why was eTelecare acquired by Ayala and Providence?
Ayala and Providence recognized eTelecare as a leader in the BPO industry with a talented pool of
employees and a strong client base. They saw an opportunity to invest in eTelecare and its
employees to help eTelecare grow more rapidly.
How does this benefit eTelecare?
This deal allows eTelecare to focus on growing the company with the resources provided by two very
strong financial backers. We no longer have to be as focused on quarter-to-quarter results as we
did as a public company and can take a broader, longer-term view as we proceed.
How does this benefit me as an eTelecare employee?
We believe this transaction will provide security for eTelecare and thus security for our employees
and their families. This should also provide us with a strong core business that will be well
positioned to be opportunistic when attractive, smaller call center companies become available for
purchase, which will then create career opportunities for employees in new regions and industries.
What other changes should we expect?
You shouldnt see any significant changes it is business as usual for us. John Harris will remain
as our CEO and there are no anticipated changes in management structure or in our current
operations. Benefits, compensation and career progression structures will remain unchanged.
Is our company name changing?
No, we will remain as eTelecare Global Solutions. We are now a private company.
4
I have eTelecare stock or stock options. What happens to them?
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4
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The text appears as originally presented. eTelecare
will remain a publicly traded company in the U.S. and the Philippines until
such time as the tender offer has been successfully completed and eTelecares
common shares and American Depositary Shares have been deregistered with the
Philippine Stock Exchange and the Nasdaq Global Market, respectively.
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All outstanding vested and unvested stock units will be purchased at the acquisition price of $9 at
the time of closing. All vested and unvested stock options with an exercise price less than $9 will
be exercised and the in the money portion will be paid at the time of closing. The details will
be worked out over the next few weeks and we will update this site with more information as we have
it..
If we are going to be a private company, does this mean we no longer need to be PCI compliant?
The Payment Card Industry Data Security Standard (PCI-DSS) is a requirement of several of our
client contracts. Whether public or private, our company needs to remain in compliance with this
standard in order to satisfy our client contractual commitments as well as to qualify for new
business.
How can I learn more about Ayala and Providence?
You can visit their websites at:
Providence:
http://www.provequity.com/
Ayala:
http://www.ayala.com.ph/
What should I do next?
Continue to provide great service to our clients and their customers and continue to support each
other in the team environment. Your outstanding work and service is why eTelecare has a great
reputation and companies like Ayala and Providence want to invest in us. Also, continue to live our
CORE values of Commitment, Ownership, Respect and Excellence.
If I have concerns or hear rumors that concern me, what should I do?
Please consult your leader for any concerns or email
employeecommunication@etelecare.com
with
general questions. You can also visit the
employee forum
on eCentral, our new company intranet.
What if I get a call or question from an external party like a client, vendor or another company?
Please refer any questions from external parties to Anh Huynh, director of investor relations, at
480-754-8745.
How will you keep us updated on any new information?
Keep checking back to eCentral for any updates.
Letter from John R. Harris to eTelecare employees
eTelecare team,
I have some very important news to share with you.
We have agreed to an offer made by a partnership of two companies to acquire eTelecare, thus
making us a private company again.
5
The two companies are Providence Capital
6
, a US-based investment company that is in
the top ten of private equity firms and the Ayala Corporation, one of our current investors and a
leading organization in the Philippines.
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5
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The text appears as originally presented. eTelecare
will remain a publicly traded company in the U.S. and the Philippines until
such time as the tender offer has been successfully completed and eTelecares
common shares and American Depositary Shares have been deregistered with the
Philippine Stock Exchange and the Nasdaq Global Market, respectively.
|
|
6
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The text appears as originally presented. The correct
entity is Providence Equity Partners.
|
Now, let me provide you with information on why we chose to accept this offer, why we were chosen
and what this all means to you.
When we went public in 2007, we had a couple of key objectives. We wanted to reduce our debt,
while also infusing capital into the company to propel our continued growth. Because we were
successful in achieving both objectives, we know that was the right decision at the time.
Providence and Ayala Corporation recognized eTelecare as a leader in the BPO industry with a
talented pool of employees and a strong client base. They saw an opportunity to invest in
eTelecare and its employees to help eTelecare grow more rapidly. And thats really a testament
to each of you. They know we have the best talent in the business and no one serves its clients
better. Their investment in eTelecare is truly an investment in you.
This agreement will enable eTelecare to focus on growing the company with the resources provided
by two strong financial backers. It provides for a more secure company, financially, with the
capital we need to invest in our operations and our people. This will enable us to grow faster
and serve our clients and their customers even better than we do today. We no longer have to be
as focused on quarter-to-quarter results as we did as a public company and can take a broader,
longer-term view as we proceed.
What does this mean for you? Simply, its business as usual for all of us. I will continue as
CEO of eTelecare and there are no anticipated changes in management structure or how we operate.
Benefits, compensation and career progression structures will remain unchanged. Even our name
stays the same.
What will change are the number of career opportunities for you in the future, as we grow acquire
companies and expand in new regions and new industries. It also means a more dynamic future for
our company, for you and for your family.
Finally, I want to be sure you all remain focused on our mission statement of being our clients
number one business partner and that you continue to live our CORE values of Commitment,
Ownership, Respect, and Excellence. This is what will continue to give us these opportunities for
growth and success.
I am very excited about this next step in the evolution of our company.
Today we are having a conference call with all leadership to provide details and take questions.
We will then ask your leaders to meet with all of you to discuss the acquisition and to help
address any questions or concerns you may have.
In the meantime, we have placed some additional
general information on eCentral
, our new
intranet.
Thanks for all your great work and continued outstanding service to our clients and their
customers.
Regards,
John
The following scripts were prepared for use in connection with calls to key customers by certain
members of the eTelecare sales team on September 19, 2008.
I wanted to share some news with you that we have just released to the public.
As of today, we have agreed to an offer made by a partnership of two companies to acquire all of
the outstanding shares of eTelecare, that, if successful will make us a private company again.
The two
companies are Providence
Capital
7
, a US-based investment company that is in the
top ten of private equity firms and the Ayala Corporation, one of our current investors and a
leading organization in the Philippines.
Providence and Ayala Corporation recognized eTelecare as a leader in the BPO industry with a
talented pool of employees and a strong client base. They saw an opportunity to invest in
eTelecare and its employees to help eTelecare grow more rapidly.
This agreement will enable eTelecare to focus on growing the company with the resources provided by
two strong financial backers. It provides for a more secure company, financially, with the capital
we need to invest in our operations and our people. This will enable us to grow faster and serve
our clients and their customers even better than we do today.
For us, its just business as usual. John Harris will continue as our CEO, we dont expect any
changes in management or how we operate, and even our name is staying the same. Therefore, you will
continue to work with your regular contacts at eTelecare and can expect the same level of service.
If I receive any updates pertinent to you, I will be back in touch.
Do you have any questions?
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7
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The text appears as originally presented. The correct entity is Providence Equity
Partners.
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