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Published on 11/10/2008 in the Prospect News Special Situations Daily.

Ayala, Providence Equity begin tender for eTelecare in U.S., Philippines

By Lisa Kerner

Charlotte, N.C., Nov. 10 - EGS Acquisition Co LLC, jointly owned by affiliates of Ayala Corp. and Providence Equity Partners, began its $290 million tender offer for all of the issued and outstanding common shares and American Depositary Shares of eTelecare Global Solutions, Inc.

The offer is being held in both the Philippines and the United States, and the offer price is $9 in cash per share or ADS, it was reported in a schedule 13D filed with the Securities and Exchange Commission.

EGS Acquisition said the offer and withdrawal rights will expire at 1 a.m. ET on Dec. 11, unless extended.

eTelecare's board of directors recommends holders of common shares and ADSs accept the offer.

Ayala and Providence Equity conditioned the offer on at least 66.67% of the common shares and ADSs outstanding being tendered.

Holders of approximately 64.8% of the common shares and ADSs outstanding have agreed to tender their common shares and ADSs into the offer.

It was previously reported that Ayala and Providence Equity agreed to tender, and not withdraw, their American International Group, Inc. shares into the offer for eTelecare. AIG has an 8.4% stake in eTelecare.

The U.S. dealer manager is Georgeson Securities Corp., the common share information agent in the Philippines is Deutsche Regis, and the ADS information agent for the offer in the United States is Georgeson.

Ayala, a holding company for a Philippine diversified business group, is a long-term eTelecare shareholder. Providence is a private equity firm.

eTelecare provides business process outsourcing services. The company is based in Quezon City, the Philippines.


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