By Lisa Kerner
Charlotte, N.C., Feb. 7 - Caritor, Inc. entered into a definitive agreement to acquire Keane, Inc. for $14.30 per share, according to a company news release.
The all-cash transaction, estimated at $854 million, will be financed through a combination of equity from Citigroup Venture Capital International and debt financing committed by Citigroup Global Markets Inc., UBS Securities LLC and Banc of America Securities LLC.
Both companies' boards have approved the transaction. In addition, members of the Keane family and affiliates have committed to vote their Keane shares, some 20% of the outstanding stock, in favor of the merger.
The resulting new private company will operate under the Keane name and maintain its Boston base under the leadership of Caritor chairman and chief executive officer Mani Subramanian.
"After careful consideration of the full range of strategic alternatives, the Keane board of directors concluded that this transaction is in the best interest of Keane's shareholders," Keane founder and chairman John Keane Sr. said in the release.
"As a private company, combined with Caritor, Keane will be better positioned to continue to invest in growth, provide new employee opportunities, and service its clients."
The transaction is expected to be completed in the second quarter of calendar year 2007.
Caritor is a global provider of internet technology services based in San Ramon, Calif.
Keane is a business process and IT services firm.
| Acquirer: | Caritor, Inc.
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| Target: | Keane, Inc.
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| Payment per share: | $14.30
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| Announcement date: | Feb. 7
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| Expected closing: | Second quarter of 2007
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| Stock price for target: | NYSE: KEA; $12.00 on Feb. 6
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