Etelecare Global Solutions, Inc. - Statement of Beneficial Ownership (SC 13D)
02 October 2008 - 12:54AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
eTelecare Global Solutions, Inc.
(Name of Issuer)
Common Shares, Ph2.00 par value
(Title of Class of Securities)
29759R102
(CUSIP Number)
A. SORIANO CORPORATION
Joshua L. Castro
7
th
Floor, Pacific Star Building,
Sen. Gil J. Puyat Avenue corner Makati Avenue
Tel. No.: (632) 819-0251
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 19, 2008
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition
that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-l(f) or 240.13d-l(g), check the following box.
þ
*The remainder of this cover page shall be filled out for a reporting persons initial filing on
this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page. The
information required on the remainder of this cover page shall not be deemed to be filed for
the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to
the liabilities of that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
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1
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NAMES OF REPORTING PERSONS.
A. Soriano Corporation
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO, PF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Philippines
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7
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SOLE VOTING POWER
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NUMBER OF
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1,883,966 Shares
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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1,883,966 Shares
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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1,883,96 Shares
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WITH
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10
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SHARED DISPOSITIVE POWER
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1,883,966 Shares
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,883,966 Shares
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
Not applicable
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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6.57%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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Item 1. Security and Issuer
The class of equity securities to which this statement relates are the Common Shares of
eTelecare Global Solutions, Inc., a corporation duly organized and existing under the laws of the
Republic of the Philippines (the Issuer), with a par value of PhP2.00 per share (the Shares).
The principal executive offices of the Issuer are located at 31st Floor, Cyberzone Building,
Eastwood City, Cyberpark Bagumbayan, Quezon City, Philippines. The Shares were registered with the
U.S. Securities and Exchange Commission on March 27, 2007.
Item 2. Identity and Background
The person filing this statement is A. Soriano Corporation (Anscor), a corporation duly
organized and existing under the laws of the Republic of the Philippines. The principal office of
Anscor is at 7
th
Floor, Pacific Star Building, Sen. Gil J. Puyat Avenue corner Makati
Avenue, Makati City, Philippines.
The name, business address, present principal occupation or employment, principal business
address of each director and executive officer of Anscor are set forth in the attached Schedule A.
Anscor is a holding company with investments in companies engaged in a wide range of
activities in the Philippines such as cable and wire manufacturing, luxury resort, call center,
wireless broadband data services, aviation, real estate and manpower deployment. Likewise, Anscor
has investments in equities traded in the Philippine Stock Exchange, foreign currency denominated
bonds and offshore hedge funds.
During the last five years, Anscor, and to the best of its knowledge, any of the persons
listed on Schedule A attached hereto, has not been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) nor has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of such proceeding was or
is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or
mandating activities subject, to federal or state securities laws or finding any violation with
respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The 1,883,966 Shares were acquired by Anscor as follows: a.) 451,598 Shares were given as a
property dividend from SPI Technologies, Inc. for which no consideration was paid; b.) 1,354,792
Shares were given as a stock dividend from eTelecare Global Solutions, Inc. for which no
consideration was paid; and c.) remaining balance of 77,576 Shares were purchased through the
Philippine Stock Exchange at an aggregate purchase price of Ph18.1 million, which came from
Anscors own funds.
Item 4. Purpose of Transaction
The Shares were acquired for investment purposes only.
On September 19, 2008, the Issuer entered into an Acquisition Agreement (the Acquisition
Agreement) by and between the Issuer and BidCo. Under the terms of the Acquisition Agreement,
BidCo will commence a tender offer in the Philippines and the United States (the Offer), which
may be amended from time to time in accordance with the terms of the Acquisition Agreement, to
purchase all of the Issuers outstanding Shares, at a price per share in cash of US$9.00 (the
Offer Price).
Concurrently with the execution of the Acquisition Agreement, Anscor entered into a
separate Support Agreements with BidCo. Pursuant to the Support Agreement, Anscor agreed to tender
its Shares into the Offer and not to withdraw any of its Shares from the Offer. Anscor also agreed
to vote its Shares: (i) in favor of (A) any adoption of the Acquisition Agreement and approval of
the transactions contemplated thereby, (B) any individuals nominated by BidCo to be directors of
the Issuer, (C) any other matter necessary for the consummation of the transactions contemplated by
the Acquisition Agreement and the Offer; and (ii) against (A) any action or agreement that would
result in a breach of any representation, warranty, covenant, agreement or other obligation of the
Issuer in the Acquisition Agreement, (B) any extraordinary corporate transaction, (C) any agreement
or other action that is intended to or could reasonably be expected to prevent, frustrate, impede,
interfere with, delay, postpone or discourage the consummation of the Offer and (D) any amendment
of any the organizational documents of the Issuer or change in the voting rights of any class of
its capital stock, and has granted an irrevocable proxy with respect to its Shares to BidCo until
the Acquisition Agreement is terminated in accordance with its terms or the Offer is terminated or
withdrawn. A copy of the Support Agreement is attached as Exhibit 7.01 to this statement and is
incorporated herein by reference.
Other than as described above, Anscor does not have any current plans or proposals that
relate to or would result in any of the actions set forth in items (a) through (j) of Item 4 of the
General Instructions to Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) Anscor, and for the purpose of Rule 13d-3 promulgated under the Exchange Act,
beneficially owns 1,883,966 Shares, representing approximately 6.57% of the outstanding Shares of
the Issuer.
(b) Anscor has sole power to vote and to dispose the 1,883,966 Shares.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
The Support Agreement is filed as exhibit hereto and is incorporated by reference in
their entirety into this Item 6. Under the Support Agreement, Anscor has agreed to tender the its
Shares into the Offer, not to withdraw any of its Shares from the Offer and to vote its Shares in
accordance with the terms of the Support Agreements. In addition, Anscor has agreed (1) to grant
BidCo an irrevocable proxy to vote its Shares in accordance with the terms of the Support
Agreement, (2) to restrict the transfer of its Shares and (3) to not solicit any other acquisition
proposals.
Except as described in this Item 6, to the best knowledge of Anscor, there are no
contracts, arrangements, understandings or relationships (legal or otherwise), including, but not
limited to, transfer or voting of any of the securities, finders fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the
giving or withholding of proxies, between the persons enumerated in Item 2, and any other person,
with respect to any securities of the Issuer, including any securities pledged or otherwise subject
to a contingency the occurrence of which would give another person voting power or investment power
over such securities other than standard default and similar provisions contained in loan
agreements.
Item 7. Material to be Filed as Exhibits
Exhibit 7.01 Support Agreement between EGS Acquisition Co LLC and A. Soriano Corporation, dated
September 19, 2008.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Date: September 29, 2008
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A. SORIANO CORPORATION
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/s/ Joshua L. Castro
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Signature
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Joshua L. Castro
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Corporate Information Officer
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(Name/Title)
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SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF
A. SORIANO CORPORATION
The name, business address, title, present principal occupation or employment of each of the
directors and executive officers of a. Soriano Corporation are set forth below.
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Name
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Address
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Position/Principal Occupation
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Citizenship
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Andres Soriano III
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A. Soriano Corporation
7/F Pacific Star Building
Makati Avenue, Makati City
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Chairman and CEO/President and COO
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Filipino
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Eduardo J. Soriano
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A. Soriano Corporation
7/F Pacific Star Building
Makati Avenue, Makati City
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Vice Chairman and Treasurer;
Director
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Filipino
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Jose C. Ibazeta
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Power Sector Assets and
Liability Management
Corporation
7/F Bankmer Building
Makati Avenue, Makati City
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President; Director
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Filipino
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John Gokongwei, Jr.
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JG Summit Holdings, Inc.
43/F Robinsons Equitable Tower
ADB Avenue cor. Poveda Street
Ortigas Center, Pasig City
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Chairman Emeritus
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Filipino
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Oscar J. Hilado
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Philippine Investment Management
The Phinma Plaza
39 Plaza Drive, Rockwell Center
Makati City
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Chairman and Chief Executive
Officer; Director
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Filipino
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Raymundo G. Pe
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Penta Capital & Investment Corp.
10/F ACT Tower
Sen. Gil J. Puyat Avenue
Makati City
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Director
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Filipino
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Roberto R. Romulo
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Philam Insurance, Inc.
43/F Philamlife Tower
Paseo de Roxas, Makati City
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Chairman; Director
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Filipino
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Ernest K. Cuyegkeng
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A. Soriano Corporation
7/F Pacific Star Building
Makati Avenue, Makati City
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Executive Vice President & Chief
Financial Officer
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Filipino
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Narcisa M. Villaflor
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A. Soriano Corporation
7/F Pacific Star Building
Makati Avenue, Makati City
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Vice President & Comptroller
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Filipino
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Lorna Patajo-Kapunan
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Kapunan Lotilla Flores Garcia &
Castillo Law Offices
Suite 501 Tektite East Tower
Philippine Stock Exchange Centre
Exchange Road, Ortigas Center
Pasig City
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Senior Partner; Corporate Secretary
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Filipino
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Joshua L. Castro
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A. Soriano Corporation
7/F Pacific Star Building
Makati Avenue, Makati City
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Corporate Information Officer and
Assistant Corporate Secretary
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Filipino
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