New Mountain Board Candidate Patricia "Patty"
Morrison Appointed to Board
New Mountain Enters Voting Agreement to Support
Virtusa’s Proposed Acquisition by BPEA
Virtusa Corporation (NASDAQ GS: VRTU), a leading IT services
provider that enables the digital transformation of Global 2000
enterprises by designing, building and implementing the end-to-end
technology solutions that are essential to compete in a
digital-first world, today announced that it has entered into an
agreement with New Mountain Vantage Advisers, L.L.C. (“NMV”), which
economically owns approximately 10.8 percent of Virtusa’s
outstanding common stock, regarding the election of directors and
Virtusa’s pending acquisition by BPEA.
Pursuant to the agreement, NMV has withdrawn its nominations for
directors at the Company’s 2020 Annual Meeting of Stockholders (the
“Annual Meeting”). Following the Annual Meeting, which was held on
October 2, 2020, the Virtusa Board has appointed Patricia "Patty"
Morrison as a new independent director, effective immediately.
Additionally, NMV has entered into a voting agreement under
which NMV will vote in favor of the previously announced
transaction with Baring Private Equity Asia (BPEA) under which BPEA
will acquire Virtusa for $51.35 per share in cash. The BPEA
transaction remains on track to close in the first half of
2021.
Kris Canekeratne, Chairman and CEO of Virtusa, said, “We
appreciate New Mountain’s constructive engagement with regard to
this mutually beneficial agreement, and we are excited to welcome
Patty Morrison to the Virtusa Board. We are also pleased to have
New Mountain’s support as we work towards completing our pending
transaction with BPEA and delivering maximum value to Virtusa
shareholders."
"In reaching this agreement with New Mountain, we are
supplementing our Board with a distinguished new director in
Patty," said Rowland T. Moriarty, Lead Independent Director of
Virtusa’s Board of Directors. "Patty will add important healthcare
IT experience and diversity to the Board that will complement the
areas of expertise of our existing directors. We look forward to
her contributions as we continue to build on our momentum.”
“New Mountain Vantage would like to thank our fellow
shareholders for their strong support at Virtusa’s 2020 Annual
Meeting,” said Chad Fauser, Head of Engagement at NMV. “In light of
the signed merger agreement with BPEA, we have decided to support
the transaction in order to minimize any unnecessary distractions
for Virtusa as it moves towards closing. We are pleased that the
value of Virtusa increased substantially since the initiation of
our engagement this spring. We are confident that the Virtusa
Board, together with the new addition of our independent nominee
Patty Morrison, will give due consideration to any superior
proposals that may arise in a manner consistent with the terms of
the merger agreement.”
The complete agreement will be filed on a Form 8-K with the U.S.
Securities and Exchange Commission.
J.P. Morgan Securities and Citi acted as financial advisors and
Goodwin Procter LLP acted as legal counsel to Virtusa.
About Patricia "Patty" Morrison
Ms. Morrison is an accomplished information technology executive
with significant public board experience. Ms. Morrison most
recently served as Executive Vice President, Customer Support
Services and Chief Information Officer at Cardinal Health, Inc., a
provider of healthcare services, from 2009 to 2018. Prior to
joining Cardinal Health, Ms. Morrison was Chief Executive Officer
of Mainstay Partners, a technology advisory firm, from 2008 to
2009, and Executive Vice President and Chief Information Officer at
Motorola, Inc., a designer, manufacturer, marketer and seller of
mobility products, from 2005 to 2008. Her previous experience also
includes Chief Information Officer of Office Depot, Inc. and
senior-level information technology positions at PepsiCo, Inc., The
Quaker Oats Company, General Electric Company, and The Procter
& Gamble Company.
Ms. Morrison has served as a director of Baxter International
Inc., a global medical products company, since 2019, and of Splunk
Inc., provider of the Data-to-Everything Platform, since 2013. Ms.
Morrison previously served on the Board of Directors of Aramark, a
global provider of food, facilities and uniform services, from 2017
to 2019.
Ms. Morrison holds a B.A. and B.S. from Miami University in
Oxford, Ohio.
About Virtusa
Virtusa Corporation (NASDAQ GS: VRTU) is a leading provider of
digital business strategy, digital engineering, and information
technology (IT) services and solutions that enable the digital
transformation of Global 2000 enterprises by imagining, building
and implementing the end-to-end technology solutions that are
essential to compete in a digital-first world. Virtusa partners
with the leading companies in the Banking, Financial Services,
Insurance, Healthcare, Communications, Media, Entertainment,
Travel, Manufacturing, and Technology industries.
Virtusa helps its clients accelerate their digital and overall
business transformation by providing multi-disciplinary agile teams
of consultants, designers, engineers and sophisticated gamified
tools. The company integrates its deep domain and digital
engineering expertise with proven assets and processes embedded in
its unique Digital Transformation Studio model, resulting in a high
performance end to end delivery. Its core services include
consulting and system design, application engineering, analytics
and data, digital process automation, enterprise application
integration, cloud services and managed services.
Cautionary Information Regarding Forward-Looking
Statements
This communication contains certain “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act
of 1995, Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended,
including statements regarding, management's forecast of financial
performance, the impact of the COVID-19 pandemic and related
economic conditions on our business and results of operations, the
growth of our business and management’s plans, objectives, and
strategies, the company’s ability to convert its pipeline into
profitable revenue growth, the company’s ability to diversify its
portfolio of industries, geographies and accounts, the company’s
ability to increase its operating margins, the company’s ability to
increase market share as a result of its Three Pillar Strategic
Plan, the company’s ability to generate long-term value for its
shareholders, the company’s financial performance and the impact of
its operational changes, including its completed acquisitions and
divestitures, the company’s operating leverage in pursuing growth
opportunities, and the company’s upcoming 2020 Annual Meeting of
Stockholders (the “2020 Annual Meeting”), uncertainties regarding
future actions that may be taken by New Mountain in furtherance of
its nomination of director candidates for election at the company’s
2020 Annual Meeting. These forward-looking statements include, but
are not limited to, plans, objectives, expectations and intentions
and other statements contained in this communication that are not
historical facts, and statements identified by words such as
“expects,” “anticipates,” “intends,” “plans,” “believes,” “see,”
“seeks,” “estimates,” “will,” “should,” “may,” “confident,”
“positions,” “look forward to,” and variations of such words or
words of similar meaning and the use of future dates. These
forward-looking statements reflect our current views about our
plans, intentions, expectations, strategies and prospects and
beliefs about the ability of our board of directors and management
to execute on our strategy and drive shareholder value, beliefs
about the ability of our board of directors and management to make
decisions in the best interest of the company and all shareholders,
which are based on the information currently available to us and on
assumptions we have made. Although we believe that our plans,
intentions, expectations, strategies and prospects as reflected in
or suggested by those forward-looking statements are reasonable, we
can give no assurance that these plans, intentions, expectations or
strategies will be attained or achieved. Furthermore, actual
results may differ materially from those described in the
forward-looking statements and will be affected by a variety of
risks and factors that are beyond our control including, without
limitation, those risks identified in Virtusa’s public filings with
the Securities and Exchange Commission (the “SEC”), including
Virtusa’s Annual Report on Form 10-K for the fiscal year ended
March 31, 2020, and subsequent filings with the SEC. Virtusa
disclaims any obligation to publicly update or revise any such
statements to reflect any change in expectations or in events,
conditions or circumstances on which any such statements may be
based, or that may affect the likelihood that actual results will
differ from those set forth in the forward-looking statements.
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Media Contact: Conversion Marketing Ron Favali,
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Joele Frank, Wilkinson Brimmer Katcher Nick Lamplough / Clayton
Erwin (212) 355-4449
Investor Contact: ICR William Maina, 646-277-1236
william.maina@icrinc.com
Additional Investor Contact: MacKenzie Partners, Inc. Bob
Marese, 212-929-5405 bmarese@mackenziepartners.com
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