Sify Technologies Limited has announced today that effective March 24th, 2008, it has entered into a Sub scri ption Agreement with Infinity Satcom Universal Private Limited, an Indian entity, to sell 12,817,000 Indian Equity Shares of the company to it at a per share purchase price of US $ 4.46 per share. The aggregate proceeds from this sale to fund the company’s growth and development is $ 57, 163, 820.
The Share Purchase by Infinity Satcom Universal Private Limited was approved by the Company’s shareholders at the Extraordinary General Meeting on March 17, 2008. The purchasing company is an entity controlled by Ananda Raju Vegesna, an Executive Director of Sify Technologies Limited, and brother of Raju Vegesna, the company’s Managing Director and CEO.
The shares are being sold to the Purchaser pursuant to Regulation S under the Securities Act of 1933, as amended. The Company sold the Shares to the Purchaser in an offshore transaction, and no selling efforts were made in the United States. The Shares issued in the unregistered sale will not be registered under the Securities Act, or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. Consequently, the Purchased Shares will not be registered in the United States and will not be traded in the United States as American Depositary Shares.
The Board of Directors of the Company approved a waiver of certain provisions of the Standstill Agreement on February 10, 2008, by and between the Company, Infinity Capital Ventures, L.P. and Raju Vegesna, dated November 10, 2005 filed on Form 6-K on November 21, 2005. At the request of Infinity Capital Ventures, the Board waived the provision of the Standstill Agreement prohibiting Infinity Capital Ventures and Raju Vegesna from acquiring additional shares of the Company. Both Raju Vegesna and Ananda Raju Vegesna abstained from voting on the waiver.
The Board also approved the merger of Sify Communications Limited on February 10, 2008, a majority-owned subsidiary of the Company, with and into the Company, with the Company as the surviving entity. The Merger was approved by the Company’s shareholders at the Meeting convened by the High Court of Madras, India, on March 17, 2008. Consequent to this, the Company has filed the petition with the High Court for its confirmation and the orders of the High Court are expected by July 2008. On approval by the High Court, the Merger shall have retrospective effect from April 1, 2007.
Sify is among the largest Internet, network and e-Commerce services companies in India, offering end-to-end solutions with a comprehensive range of products delivered over a common Internet backbone infrastructure. This Internet backbone reaches 348 cities and towns in India. A significant part of the company’s revenue is derived from Corporate Services, which include corporate connectivity, network and communications solutions, security, network management services, enterprise applications and hosting.