Additional Proxy Soliciting Materials (definitive) (defa14a)
18 November 2020 - 10:02PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of
the Securities Exchange Act of 1934 (Amendment
No. )
Filed by the Registrant x
Filed by a Party other than the Registrant ¨
Check the appropriate box:
|
¨
|
Preliminary Proxy Statement
|
|
¨
|
Confidential, for Use of
the Commission Only (as permitted by Rule 14a-6(e)(2))
|
|
¨
|
Definitive Proxy Statement
|
|
x
|
Definitive Additional Materials
|
|
¨
|
Soliciting Material Pursuant
to §240.14a-12
|
Virtusa Corporation
(Name of Registrant as Specified In Its
Charter)
|
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
|
Payment of Filing Fee (Check the appropriate box):
|
¨
|
Fee computed on table below
per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
|
(1)
|
Title of each class of securities to which transaction
applies:
|
|
|
|
|
(2)
|
Aggregate number of securities to which transaction applies:
|
|
|
|
|
(3)
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and state how it was determined):
|
|
|
|
|
(4)
|
Proposed maximum aggregate value of transaction:
|
|
|
|
|
¨
|
Fee paid previously with
preliminary materials.
|
|
¨
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify
the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
|
|
(1)
|
Amount Previously Paid:
|
|
|
|
|
(2)
|
Form, Schedule or Registration Statement No.:
|
|
|
|
On November 17, 2020, the New Zealand Overseas Investment Office
(the “OIO”) issued a direction order allowing the previously announced merger of Austin BidCo Inc. (“Sub”)
with and into Virtusa Corporation (the “Company”) pursuant to the Agreement and Plan of Merger (the
"Merger Agreement"), dated September 9, 2020, by and among the Company, Austin HoldCo Inc., a Delaware
Corporation and an entity wholly owned by funds affiliated with Baring Private Equity Asia, and Sub (the “Merger”).
The direction order by the OIO satisfies certain conditions
to the closing of the Merger. The closing of the Merger remains subject to the satisfaction or waiver of the remaining conditions
to the Merger set forth in the Merger Agreement.
Additional Information and Where to Find It
This communication relates to the proposed merger transaction
involving the Company and may be deemed to be solicitation material in respect of the proposed merger transaction. In connection
with the proposed merger transaction, the Company has filed relevant materials with the U.S. Securities and Exchange Commission
(the “SEC”), including a definitive proxy statement on Schedule 14A (the “Proxy Statement”).
Promptly after filing the Proxy Statement with the SEC, the Company mailed the Proxy Statement and a proxy card to each Company
stockholder entitled to vote at the special meeting relating to the proposed Merger. This communication is not a substitute for
the Proxy Statement or for any other document that the Company may file with the SEC or send to the Company’s stockholders
in connection with the proposed merger transaction. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF THE COMPANY
ARE URGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY,
THE PROPOSED MERGER TRANSACTION AND RELATED MATTERS. The proposed merger transaction will be submitted to the Company’s
stockholders for their consideration. Investors and security holders will be able to obtain free copies of the Proxy Statement
and other documents filed by the Company with the SEC through the website maintained by the SEC at http://www.sec.gov.
Copies of the documents filed by the Company with the SEC will also be available free of charge on the Company’s website
at www.virtusa.com or by contacting the Company’s Investor Relations contact at InvestorRelations@virtusa.com.
Participants in the Solicitation
The Company and its directors and certain of its executive officers
and employees may be deemed to be participants in the solicitation of proxies from the Company’s stockholders with respect
to the proposed merger transaction under the rules of the SEC. Information about the directors and executive officers of the Company
and their ownership of shares of the Company’s common stock is set forth in its Annual Report on Form 10-K for the year ended
March 31, 2020, which was filed with the SEC on May 28, 2020 and was subsequently amended on July 29, 2020, the Proxy
Statement which was filed with the SEC on October 20, 2020, and in subsequent documents filed with the SEC. Additional information
regarding the persons who may be deemed participants in the proxy solicitations and a description of their direct and indirect
interests in the merger transaction, by security holdings or otherwise, are also included in the Proxy Statement and other relevant
materials to be filed with the SEC when they become available. You may obtain free copies of this document as described above.
Forward Looking Statements
This communication contains “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act of 1995. The Company generally identifies forward-looking statements
by terminology such as “may,” “will,” “should,” “expects,” “plans,”
“anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,”
“believes,” “estimates,” “predicts,” “potential” or “continue” or the
negative of these terms or other similar words. These statements are only predictions. The Company has based these forward-looking
statements largely on its then-current expectations and projections about future events and financial trends as well as the beliefs
and assumptions of management. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve
factors or circumstances that are beyond the Company’s control. The Company’s actual results could differ materially
from those stated or implied in forward-looking statements due to a number of factors, including but not limited to: (i) risks
associated with the Company’s ability to obtain the stockholder approval required to consummate the proposed merger transaction
and the timing of the closing of the proposed merger transaction, including the risks that a condition to closing would not be
satisfied within the expected timeframe or at all or that the closing of the proposed merger transaction will not occur; (ii) the
outcome of any legal proceedings that may be instituted against the parties and others related to the merger agreement; (iii) the
occurrence of any event, change or other circumstance or condition that could give rise to the termination of the merger agreement;
(iv) unanticipated difficulties or expenditures relating to the proposed merger transaction, the response of business partners
and competitors to the announcement of the proposed merger transaction, and/or potential difficulties in employee retention as
a result of the announcement and pendency of the proposed merger transaction; and (v) those risks detailed in the Company’s
most recent Annual Report on Form 10-K and subsequent reports filed with the SEC, as well as other documents that may be filed
by the Company from time to time with the SEC. Accordingly, you should not rely upon forward-looking statements as predictions
of future events. The Company cannot assure you that the events and circumstances reflected in the forward-looking statements will
be achieved or occur, and actual results could differ materially from those projected in the forward-looking statements. The forward-looking
statements made in this communication relate only to events as of the date on which the statements are made. Except as required
by applicable law or regulation, the Company undertakes no obligation to update any forward-looking statement to reflect events
or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.
Virtusa (NASDAQ:VRTU)
Historical Stock Chart
From Jun 2024 to Jul 2024
Virtusa (NASDAQ:VRTU)
Historical Stock Chart
From Jul 2023 to Jul 2024