GROUP MEMBERSA11003 Akshay Arolkar

A11014 Dhairya Parekh

A11050 Sachin Nikam

A11059 Shravani Khandray

A11068 Vishal Naik

DEAL DETAILSAcquirers Pan-Asia iGATE Solutions, Mauritius and iGATE Global Solutions Limited, India

Seller Promoter Group of Patni and General Atlantic Mauritius Limited (GA)

Acquisition From the promoter group:60,091,202 fully paid-up equity shares of face value Rs 2 each, representing 44.37% of the total issued and paid up equity share capital of Patni at a price of Rs 503.50 per Sale Share

From GA:i. 2,01,61,867 ADS, each ADS

representing 14.89% of the total issued and paid up equity share capital of Patni at a price of the dollar-equivalent (as of January 10, 2011) of Rs 503.50 per equity share underlying the ADS

ii. 27,52,081 equity share of Patni, representing 2.03% of the total issued and paid up equity share capital of Patni at a price of Rs 503.50 per equity share

From the public shareholders:2,70,85,565 equity shares of Patni, representing 20% of the total issued and paid up equity share capital of Patni at a price of Rs 503.50 per share

Total Consideration

Rs 5530.87 crore

Mode of Funding

Combination of balance sheet cash, debt and fresh equity issuance

BUSINESS MODEL

Our service offerings span the entire software services lifecycle including:• application development and integration, application• maintenance,• enterprise application systems• e-Business • enterprise systems management• research and• development services• business process outsourcing.

CLIENTS

Largest client, the GE Group

Second largest client, State Farm Insurance

The Guardian Life Insurance Company of America (“Guardian Life Insurance”),

Hitachi Group

HP

Pitney Bowes

Southern California

Edison

IGATE BUSINESS MODEL

The company focuses more on productivity, quality, and knowledge management.

Some of the services offered are :

Technology Consultancy

Application Development and Maintenance

Data Analytics

Independent Verification and Validation

Infrastructure Management Services

THE DEAL A WIN-WIN FOR PATNI AND iGATE

PATNI IS THE SIXTH LARGEST SOFTWARE IN INDIA

KEY PLAYER ACCROSS BANKING & FINANCIAL SERVICES,INSURENCE, MANUFACTURING, RETAIL, & MEDIA & ENTERTAINMENT

REVENUE OF THE COMBINED ENTITY RS. 42345 CR

HELP IGATE TO PITCH BIGGER AND LARGER BUSINESS DEALS

FINANCIAL CONSIDERATIONS

SOURCE OF FUNDING THE ACQUISITION • Internal Accruals :

Cash balance on balance sheet of iGate at the time of deal Rs. 450 Cr.

• Apax’s commitment to invest :- The deal was likely to be a leverage buyout.- Raise a credit line of over Rs. 2700 Cr from Standard Chartered Bank, Deutsche Bank and Barclays. - iGate raise up to Rs. 1764 Cr by selling Rs. 72 Cr shares at price of $20.30 to Viscaria Ltd- Sponsors had committed to Viscaria and iGate Corp that, it shall purchase equity and/or debt securities of Viscaria for an aggregate amount of up to Rs. 21600 Cr .

FINANCIAL CONSIDERATIONS

FUNDING THE DEAL

• Sponsors Investment in Viscaria :- purpose of enabling Viscaria to purchase the securities of iGate Corp.

• Sponsors had agreed to invest funds in iGate Corp, as follows:- Rs. 945 Cr of the Commitment to be invested in Viscaria at least two Business Days prior to the Escrow Deposit Date.

- Balance of the Commitment (up to Rs. 1215 Cr), to be invested in Viscaria, at least two Business Days prior to the date of completion of the Deal.

FINANCIAL CONSIDERATIONS

Acquisition of securities of iGate Corp by Viscaria :

• Viscaria had agreed to subscribe, in a private placement, to 270,000, 8.00% Series B convertible participating preferred shares for an aggregate purchase price of Rs. 1215 Cr.

This subscription was agreed to happen as follow – • Series B Preferred Stock worth Rs. 945 Cr on the date of first closing under the Viscaria Agreement two

Business Days prior to the Escrow Deposit Date .• Series B Preferred Stock worth Rs. 270 Cr on the date of first closing under the Viscaria Agreement two

Business Days prior to the date of completion of the transaction .

ADDITIONAL FINANCING

Viscaria Agreement – 2nd Closing

• Investments by Viscaria in Series B prefered socks • Rs.270 Cr. Upto Rs. 945 Cr.

Series B Preferred Stocks

• Conversion Option• Dividend Payment• Mandatory Conversion

Additional

DEBT COMMITMENT LETTER

Under Definitive Agreement – iGate corp.

• Revolving Credit Facility • Bridge Facility

Jefferies Finance LLC

Royal

Bank of Canada

COMMITMENT BANKS

• Borrower Obligations under the Revolving Credit Facility were unconditionally guaranteed

• Borrower Obligations and the Guarantees thereof were secured -after-acquired assets

• Revolving Credit Facility General Corporate Purposes• Notes or Bridge Facility

• Maturity 1. Rolling Credit Facility2. Notes3. Bridging Facility

Pay a portion of the cash

consideration for the acquisition

Pay related fees and expenses

NOTES PURCHASE AGREEMENTiGate Corp

iGate Technologies, Inc.

Jefferies &

Company, Inc.

and RBC Capital

Markets, LLC

Initial # iGate agreed to issue Purchasers & sell Initial Purchaser 9% Senior notes # iGate Techn, Inc. is guarantor – iGate corp. April 14, 2011

• April 29, 2011- Notes were issued to Initial Purchsers• Sold the Notes to Qualified Institutional buyers and Persons outside the US• Notes were used - Finance the Deal & Related Transactions

REVENUE MODEL

• It has set a target of getting 30% of the combined entity's revenues from an outcome-based model by 2017-CFO

• Time and material contract- Paid based on the cost of labour and material used Clients are usually billed on a per hour basis• Outcome based model- Paid based on the outcome of a

project• Rs 3900 Cr. Revenue by merged entity

61% PATNI 39% iGateRs. 2379 Cr. Rs 1521Cr.• Net profit Rs. 259 Cr. Rs. 256.5 Cr. as Rs 250 Cr

Interest

Was offer price of INR 503.50 justified under the Takeover Code 1997

Particulars INR

The average of the high and low of the closing prices for every week for the last 26-weeks prior to the date of the PA on NSE

467.94

The average of the daily high and low of the intra-day trading prices for the last 2-weeks prior to the date of the PA on NSE

471.28

The negotiated price 503.50

Can the Offer Price be revised after the public announcement is made?

Revision of Offer Price by the Acquirer

Automatic revision of the Offer Price

Will shares of Patni be delisted pursuant to the Open Offer?

Reducing the shareholding Delisting

Can ADS holders participate in the Open Offer?

What are the direct tax implications of Patni-iGate deal?

Non-compete fees

Are non-compete provisions enforceable in India?

RBI approval

THANK YOU