Capgemini and Kanbay International, a global IT services firm focused on the financial services industry, have entered into a definitive merger agreement.
Under the terms of the merger agreement, Capgemini will acquire all of the outstanding common shares of Kanbay for USD29 per share in cash. The transaction values Kanbay’s share capital including vested stock options, warrants and restricted shares at USD1.25 billion. The Boards of Directors of Capgemini and Kanbay have approved the transaction.
The transaction is subject to customary closing conditions, including Kanbay’s shareholders approval and anti-trust clearance. It is expected that the transaction will close by early 2007. In addition, Capgemini has entered into share purchase agreements to acquire 14.9 percent of Kanbay’s outstanding shares from certain core shareholders.
“The combination of Kanbay with Capgemini is very exciting news for our shareholders, customers and employees,” says Raymond J. Spencer, the Chairman and Chief Executive Officer of Kanbay, who will join the top management of Capgemini. “While this transaction creates excellent value for shareholders, Capgemini also shares our existing vision and stated strategy. Thus, this deal represents a continuation of our existing approach. In addition, the two organisations will benefit from complementary business philosophies and cultures.”
“The acquisition of Kanbay, a world-class IT services provider, supports our growth strategy and significantly enhances our global Banking, Financial Services and Insurance (BFSI) practice, particularly in North America and India, where Kanbay has over 5,000 associates,” adds Paul Hermelin, the CEO of Capgemini. “The acquisition also gives us valuable capabilities in Consumer and Industrial Products, Telecommunications, Media, Life Sciences and the Travel & Leisure verticals.”