Genpact Limited, a global leader in business process management and technology services, has announced that affiliates of Bain Capital Partners have agreed to purchase approximately 68 mn Genpact common shares from entities affiliated with General Atlantic (GA) and Oak Hill Capital Partners for $14.76 per share, or approximately $1 billion.

Closing of the transaction will take place after payment to all shareholders, including GA and Oak Hill Capital, of the special dividend of $2.24 per share announced by Genpact today.

“We are excited about this transaction, which is hugely positive for all of our shareholders. Bain Capital’s decision to invest in Genpact is a vote of confidence in the company and our business model, our differentiated service offerings, the value we deliver to our clients and the strength of the management team. Genpact will remain an independent public company, and I, along with our management team, will continue to pursue our strategic objectives,” said NV ‘Tiger’ Tyagarajan, president and CEO of Genpact. “Bain Capital has a long-term perspective, which is critical to building value, particularly in a company like ours. We look forward to working with Bain Capital as we continue to make enterprises around the world run better by continuously improving their business processes and run smarter through the innovative combination of technology, data analytics and process expertise, resulting in better business outcomes.”

“We are pleased to enter this important partnership with Genpact, which is the recognized market leader in the business process management and technology services industry,” said Bain Capital. “Genpact has earned its leadership position by partnering with global companies to improve business outcomes. Their relentless focus on the client and moving up the value chain has resulted in impressive revenue and client growth since becoming a public company in 2007. We are excited to work with Genpact to build even more value for their clients in the years ahead.”

Genpact combines deep process expertise, Lean Six Sigma heritage, smart technology and analytical capabilities with operational insight and experience in diverse industries to provide a wide range of services using its global delivery platform. Genpact delivers services from 18 countries around the world, including the U.S., where Genpact has more than 3,000 employees.

Transaction Terms
Under the terms of the transaction, South Asia Private Investments and other affiliates of Bain Capital have agreed to purchase approximately 68 million Genpact common shares from entities affiliated with GA and Oak Hill Capital for $1 billion, representing approximately 30% of Genpact’s outstanding shares. At the closing, Bain Capital will name four directors to Genpact’s board to replace the current GA and Oak Hill Capital directors. After the transaction, the selling shareholders will in the aggregate own approximately 10% of Genpact’s outstanding shares.

As part of the transaction, consistent with its long-term investment orientation, Bain Capital has agreed not to sell any Genpact shares for a period of two and a half years, subject to limited exceptions, and has agreed to a customary standstill.

Robert Scott will continue to serve as Chairman of the Board of Genpact and NV ‘Tiger’ Tyagarajan will continue to serve as president and CEO. The transaction is expected to close in 2012 and is subject to payment of the special dividend, anti-trust and competition clearances and other customary closing conditions. 

“General Atlantic and Oak Hill Capital have been terrific partners for more than seven years and have been incredibly helpful in supporting our transformation from a captive business process services operation to a diversified, global leader in business process management and technology services,” said Robert Scott. “We are pleased that this was a successful partnership for General Atlantic and Oak Hill Capital, and we look forward to Genpact’s next phase of growth.”

Advisors
Morgan Stanley and Citigroup acted as financial advisors to Genpact, and Cravath, Swaine & Moore LLP acted as legal counsel.

J.P. Morgan acted as financial advisor to Bain Capital, and Ropes & Gray LLP acted as legal advisor.