Aegis to acquire UCMS Group in Australia

Mumbai/Melbourne, May 15: Aegis BPO Services Australia Pty Limited and UCMS Group Limited on Friday, May 14 announced the signing of a definitive agreement to acquire all of the shares of UCMS rough an all cash transaction with an aggregate equity value of approximately AUD 54 million.

This strategic combination has been approved by the board of directors of both companies.

Aegis BPO Services Australia Pt Limited, an affiliate of Aegis Limited, is a leading global business process outsourcing (BPO) provider and part of Essar Group, one of India's largest and fastest growing business conglomerates.

UCMS Group Limited is a leading BPO services provider in Australia.

Under the terms of the agreement, Aegis will pay UCMS stockholders AUD 0.98 per share in cash through Aegis BPO Services Australia Pty Limited, which represents a premium of 133 per cent over closing price of UCMS on May 14 of AUD 0.42, being the last trading day prior to this announcement.

On completion of the transaction, Aegis will become a leader in the rapidly growing global BPO market with operations in India, the Philippines, the United States, Costa Rica, Kenya and now Australia. With more than 33,000 employees globally Aegis is well positioned to provide onshore, near shore and offshore BPO services or a combination of customized solutions to meet client requirements.

Additionally, Aegis will offer and benefit from greater scale, deeper domain expertise, a comprehensive and flexible solution offering, financial strength, and a rich international talent pool.

"This is a great opportunity for the UCMS Group to be a part of a global ecosystem in BPO services with Aegis," said Aparup Sengupta, Global CEO and Managing Director of Aegis Limited.

"We believe that the business combination will enhance value for customers and employees. Aegis is well positioned for growth and geographic expansion as we deliver on our mission to become a leader in the global BPO market," Sengupta added.

Aparup added, "Aegis has grown five fold in size and ten fold in employee strength in the last four years. Australia and New Zealand logically become a part of our growth strategy and offer an opportunity for Aegis to expand its footprint in this geography. The combined entity will offer clients and prospects an expanded set of solutions and services from a broader geographic delivery platform."

Denice Pitt, Chief Executive Officer, UCMS said, "We are excited to become a part of a global outsourcing leader. We believe that this combination will deliver superior value to our customers as well as provide our employees with an opportunity to be part of a larger enterprise and to explore career opportunities in new geographies.

Combining UCMS and Aegis, with its excellent reputation for customer service and high quality services, creates a wealth of exciting growth opportunities, as well as operational and client acquisition synergies. Our two companies share the same core values of customer satisfaction and commitment to high quality solutions. UCMS solutions bring compelling value to an organization and Aegis's leadership and market strength can take UCMS to the next level of excellence."

UCMS is being advised by McNamee Lawrence and Co and Minter Ellison. Aegis is being advised by Macquarie Capital Advisers Limited and Clayton Utz.

The transaction is subject to several conditions, including UCMS shareholder approval, approval by the Supreme Court of Victoria and certain other customary closing conditions.

The transaction is expected to close in the third quarter of this year. The transaction is not subject to any financing conditions.

Aegis has a successful history of acquisitions in the last four years, including its acquisition in October 2008 of PeopleSupport, Inc., a NASDAQ listed outsourcing firm.

Aegis has established a record of aligning the interests of all stakeholders in a short period of time.

ANI