Hexaware Technologies Ltd.

Baring Private Equity Asia (Baring Asia) has signed definitive agreements to purchase approximately 125 million Hexaware Technologies shares, from Promoter Entities, led by Atul Nishar who currently holds 27.7% of currently outstanding share capital, and GA Global Investments which holds 14.1% of currently outstanding share capital, an affiliate of General Atlantic (GA), in aggregate representing 41.8% shareholding in the company.

Under the terms of the share purchase agreement (SPA), Baring Asia will pay the Promoter Entities and GA a price of Rs 126 or Rs 135 per share aggregating Rs 1,575 - 1,687 crore approximately $242-260 million, with the higher price of Rs 135 per share being payable on Baring Asia reaching 50% or above aggregate shareholding in the company in the transaction.

In accordance with the requirements under the Securities and Exchange Board of India (SEBI) Regulations, 2011, Baring Asia will make a Public Announcement for an open offer to the public shareholders of Hexaware to purchase up to an additional 26% stake at a price of Rs 135 per share aggregating Rs 1,058 crore approximately $160 million.

Morgan Stanley acted as primary financial advisor and Credit Suisse as co-advisor to the Promoter Entities and General Atlantic. AZB & Partners acted as legal counsel for the sellers. In addition J Sagar Associates acted as legal advisors for the Promoter. Khaitan and Co and Allen & Overy LLP acted as legal advisors to Baring Private Equity Asia.