Cambridge to merge with Scandent

Scandent Solutions Corporation Limited (Scandent Solutions) plans to merge the company with Cambridge Services Holdings LLC, (Cambridge) the BPO arm of Scandent Group. The merged company will be renamed Cambridge Solutions Limited to reflect the identities of both entities.

This will result in the creation of a company with revenues of US$275 million (Rs.1200 crores), making it one of the largest listed BPO/IT companies in India. A notice of the Board's decision was filed with the stock exchanges this evening.

Cambridge is a global outsourcing firm focused on providing high end outsourcing services for insurance, financial services and healthcare firms, as well as specialized insurance claims management. Scandent Solutions is a broad-based IT services company that offers business consulting, application implementation, software engineering, maintenance and support services. The merged entity will have a combined strength of over 3500 employees across key global markets, including the USA, UK, Germany, France, Singapore, Japan, Malaysia and Australia, besides India.

"Increasingly we see customers who want to integrate their outsourcing requirements with one vendor. The merged entity will be uniquely positioned to offer customers a synergistic combination of BPO and IT services," said Chris Sinclair, Chairman, Scandent Group. "It will strengthen our focus and energy on three core verticals - financial services, insurance and healthcare - while creating opportunities to expand our expertise into newer areas."

"By merging the two entities, not only do we get a larger footprint across the globe, but we will also have opportunities to cross sell newer services to existing customers while offering a combined portfolio to new customers," said Satyen Patel, Vice Chairman, Scandent Group. "With a strengthened value proposition for customers, we are targeting a turnover of US$ 300 million plus in fiscal 2006."

KPMG India Private Limited (KPMG) and Haribhakti & Co, Chartered Accountants were appointed as the independent valuers for determining the share swap ratio for the proposed merger. According to the swap ratio recommended by KPMG and Haribhakti & Co., 74,757,507 new shares of face value of Rs. 10 each of SSCL will be issued to the stakeholders of Cambridge Ambit Corporate Finance Pte Ltd is the overall advisor to this transaction. Standard Chartered Bank advised Cambridge.

The merger transaction is expected to close in the first quarter of 2006 subject to customary closing conditions, including shareholder and regulatory approvals.