eTelecare merges with EGS Acquisition Corp of US

MANILA, Philippines - The board of publicly-listed contact center firm eTelecare Global Solutions has approved the merger with EGS Acquisition Corp., with eTelecare as the surviving entity.

EGS Acquisition, formed last year as the corporate vehicle for the acquisition of the outstanding common shares and American Depositary Shares (ADSs) of eTelecare, is a Delaware-based company jointly owned by affiliates of Ayala Corp. and Providence Equity Partners. Last December, it completed the tender offer for the shares of eTelecare, representing 98.7 percent of the outsourcing firm.

In yesterday’s meeting, the board also gave the go-signal to a resolution increasing the par value of eTelecare shares from P2 per share to P812,500 per share, in the process decreasing the number of shares comprising its authorized capital stock from 65 million to just 160 shares.

eTelecare told the Philippine Stock Exchange that the number of issued and outstanding shares of the capital stock will likewise go down as a result of the decrease in the authorized shares.

The company said it will no longer issue fractional shares and that any such shares that may result from the decline in issued and outstanding shares shall be cancelled, and the cash value of such to be determined by multiplying the number of shares held by a shareholder prior to the effectivity of the amendment by $9, shall be paid by eTelecare to the shareholder in cash, net of any applicable withholding tax.

The board also authorized the termination of eTelecare ADS facility, subject to the terms of the deposit agreement as may be amended from time to time, or in the alternative, a reverse split of the outstanding ADSs and a corresponding adjustment to the exchange ratio of ADSs into common shares.

eTelecare Global Solutions, a leading provider of complex business process outsourcing (BPO) solutions, reported record revenues of $76.8 million for the three months ending Sept. 30, 2008, a 17-percent increase over the same quarter in 2007.