BEIJING, Oct. 31, 2012 /PRNewswire-FirstCall/ -- HiSoft
Technology International Limited ("HiSoft" or the "Company")
(NASDAQ: HSFT), a leading China-based provider of outsourced information
technology and research and development services headquartered in
Dalian, China, today reaffirmed
previously issued guidance for the third quarter ended September 30, 2012 and full year 2012, in advance
of the extraordinary general meeting of HiSoft shareholders, which
is scheduled to occur at 9:00 a.m.
Beijing time on November 6, 2012, to consider certain proposals
in connection with the proposed merger of HiSoft and VanceInfo
Technologies Inc.
Based on current market and operating conditions and current
book orders, the Company expects:
For the third quarter of 2012:
- Net revenues to be at least US$77
million.
- Non-GAAP diluted net income per ADS[1] to
be between US$0.31 and US$0.32,
excluding merger related costs.
For the full year of 2012:
- Net revenues to be at least US$297
million.
- Non-GAAP diluted net income per ADS[2] to
be between US$1.20 and US$1.23,
excluding merger related costs.
These estimates are based on current market and operating
conditions, are subject to change, and may be influenced positively
or negatively by factors outside the Company's control, including
but not limited to macroeconomic events in the markets in which the
Company operates. See "Safe Harbor Statement" below for additional
information regarding forward-looking statements. These
estimates also do not include any expected or potential impact from
any currently proposed or future merger or acquisition.
Investors should be aware that the above estimates are
preliminary, unaudited and subject to further adjustments as a
result of the Company's normal period-end closing procedures to be
completed prior to the Company's upcoming earnings announcement
with respect to its financial results for the quarter ended
September 30, 2012. Further
details will be provided in the Company's upcoming third quarter
2012 earnings announcement which is currently scheduled for
Thursday, November 15, 2012.
[1] Each American depositary share ("ADS")
represents 19 common shares.
[2] Non-GAAP gross margin, non-GAAP operating income,
non-GAAP net income, non-GAAP basic and diluted net income per ADS
and corresponding margins presented in this press release exclude
share-based compensation expense, amortization of acquired
intangible assets, change in fair value of contingent consideration
payable for business acquisition and acquisition expenses.
About HiSoft Technology International Limited
HiSoft Technology International Limited (NASDAQ: HSFT) is a
leading China-based provider of
outsourced information technology and research and development
services headquartered in Dalian,
China. HiSoft provides its services to leading companies
around the world through a combination of onshore and offshore
delivery capabilities. HiSoft leverages its skilled technology
specialists and client-centric delivery centers to offer customers
reliable and high-quality technology solutions.
For more information about HiSoft, please visit
http://www.hisoft.com.
Safe Harbor Statement
This press release contains forward-looking statements. These
statements constitute "forward-looking" statements within the
meaning of Section 21E of the Securities Exchange Act of 1934, as
amended, and as defined in the U.S. Private Securities Litigation
Reform Act of 1995. These forward-looking statements can be
identified by terminology such as "will," "expects," "anticipates,"
"future," "intends," "plans," "believes," "estimates," "target,"
"going forward," "outlook" and similar statements. Such statements
are based upon management's current expectations and current market
and operating conditions, and relate to events that involve known
or unknown risks, uncertainties and other factors, all of which are
difficult to predict and many of which are beyond HiSoft's control,
which may cause HiSoft's actual results, performance or
achievements to differ materially from those in the forward-looking
statements. Further information regarding these and other risks,
uncertainties or factors is included in HiSoft's filings with the
U.S. Securities and Exchange Commission. HiSoft does not undertake
any obligation to update any forward-looking statement as a result
of new information, future events or otherwise, except as required
under applicable law.
Non-GAAP Financial Measures
To supplement HiSoft's consolidated financial results presented
in accordance with GAAP, HiSoft uses the following measures defined
as non-GAAP financial measures by the SEC: Non-GAAP gross margin,
non-GAAP operating income, non-GAAP net income and non-GAAP diluted
net income per ADS and related margins which exclude share-based
compensation expense, amortization of acquired intangible assets
and change in fair value of contingent consideration payable for
business acquisition and acquisition expenses. The presentation of
these non-GAAP financial measures is not intended to be considered
in isolation or as a substitute for the financial information
prepared and presented in accordance with GAAP.
HiSoft believes that these non-GAAP financial measures provide
meaningful supplemental information regarding its performance by
excluding certain expenses and expenditures that may not be
indicative of its operating performance. The Company believes that
both management and investors benefit from referring to these
non-GAAP financial measures in assessing the Company's performance
and when planning and forecasting future periods. A limitation of
using non-GAAP gross margin, non-GAAP operating income, non-GAAP
net income and non-GAAP diluted net income per ADS and related
margins is that these non-GAAP measures exclude the share-based
compensation charges, amortization of acquired intangible assets,
change in fair value of contingent consideration payable for
business acquisition that have been and will continue to be for the
foreseeable future a significant recurring expense in the business
and acquisition expenses. The presentation of these measures should
not be considered a substitute for or superior to GAAP results or
as being comparable to results reported of forecasted by other
companies. Management compensates for these limitations by
providing specific information regarding the GAAP amounts excluded
from each non-GAAP measure. The accompanying tables have more
details on the reconciliations between GAAP financial measures that
are comparable to non-GAAP financial measures.
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. The proposed merger involving HiSoft and
VanceInfo Technologies Inc. ("VanceInfo") will be submitted to the
respective shareholders of HiSoft and VanceInfo for their
consideration. In connection with the proposed
transaction, 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 and HiSoft and constitutes a
prospectus of HiSoft. HiSoft and VanceInfo 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 HiSoft and VanceInfo on or about
October 5, 2012. HISOFT AND VANCEINFO 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 HiSoft and VanceInfo, once
such documents are filed with the SEC, through the website
maintained by the SEC at www.sec.gov.
For investor and media inquiries please contact:
Ross Warner
HiSoft Technology International Limited
Tel: +86-10-5987-5865
Email: investor_relations@hisoft.com
SOURCE HiSoft Technology International Limited
