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January, 2008 Letter to PSE: PeopleSupport NDA agreement 28 January 2008
Philippine Stock Exchange Inc.
DISCLOSURE DEPARTMENT
PSE Center, Exchange Road,
Ortigas Center, Pasig City
Metro Manila, Philippines
Attention : Atty. Pete M. Malabanan
Head, Disclosure Department
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Re : Proposal to Acquire PeopleSupport, Inc.
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Dear Atty. Malabanan:
Further to our Disclosure dated 25 January 2008, we would like to inform the Exchange that in response to our correspondence dated 24 January 2008 with PeopleSupport, Inc. (“PeopleSupport”), we confirm receipt of a response from PeopleSupport stating that they would be willing to sign a Non Disclosure Agreement (“NDA”) with IPVG Corp. and AO Capital Partners, Inc. (“AO Capital”) to further evaluate our proposal.
IPVG and AO Capital are currently discussing the terms and conditions of the NDA with PeopleSupport and should there be an agreement on the terms and conditions by all parties, we will immediately inform the Exchange of such developments.
Thanks,
(Original signed)
Maria Eleanor Santiago
Corporate Secretary
The Manila Times page – TechTimes B4
January 14, 2008
Acquisition of Prolexic propels IPVG to global DDoS mitigation provider
Publicly-listed IT company IPVG Corp. (PSE: IP) announced the acquisition of Prolexic Technologies Inc. (Prolexic), a United States-based managed security service provider of distributed denial of service (DDOS) mitigation solutions. The acquisition represents IPVG’s roadmap of growing the company in key areas in the IP domain and global market. IPVG now offers a unique DDoS protection value proposition for its regional data center infrastructure customers.
Under the terms of the agreement, IPVG has initiated a stock purchase agreement with Prolexic stockholders for the purchase of 100 percent of the Company’s capital stock. IPVG is investing $10.5 for the acquisition.
Prolexic Global Security Operations Centers in Europe, US and Asia that are able to respond to security attacks within minutes of a DDOS attack. Prolexic provides clean pipe services that actively monitor traffic patterns and filter out any illegitimate traffic that causes DDoS attacks. This process called “scrubbing” provides Prolexic’s customers with DDoS protection and allows customers to continue their online operations without threat of downtime.
IP-Converge Data Center, Inc., the data center subsidiary of IPVG, successfully prevented DDoS attacks within its customer networks with Prolexic. Attack size ranged from 100Mbps to over 2Gbps which if not prevented would have cost IPVG customers close to a million dollars in bandwidth and lost business opportunities.
11 January 2008
Mr. Lance Rosenzweig
President, Chairman of the Board, Chief Executive Officer and Secretary
PeopleSupport, Inc. 1100 Glendon Avenue, Suite 1250
Los Angeles, California 90024
Dear Mr. Rosenzweig:
Proposal to Acquire PeopleSupport, Inc. at $17.00/share
IPVG Corp. (“IPVG”) and AO Capital Partners, Ltd. (hereinafter referred to as, “our group” or “we”) are pleased to inform you of our new proposal to acquire, in an all-cash transaction, PeopleSupport, Inc. (the “Company”).
We understand that the Company felt that, with the conclusion of its strategic planning session and its recent initiatives under way, our offer last November 30, 2007 to acquire the Company at a purchase price of $15.00 per share was “inadequate and was not the best way to enhance shareholder value”.
It is unfortunate that the Board of Directors of the Company has not engaged us in serious discussions despite repeated attempts to have confidential dialogues regarding our proposal. We are also disappointed that the directors do not see the merit of our proposal despite the fact that it is directly beneficial to the shareholders of the Company.
However, upon careful deliberation of the recent initiatives, revised earnings guidance, and new strategic planning the Company announced in its statement of December 12, 2007, we are prepared to make a revised proposal to acquire the Company at a purchase price of $17.00/share. This new proposal represents approximately 34.81% premium to the Company’s 60-day weighted average closing price of $12.61/share including the close of market yesterday, January 10, 2008. We believe that our new proposal represents a substantial premium to the stated weighted average closing price and is a compelling opportunity for the Company and its shareholders. We believe that the Board of Directors of the Company has a serious fiduciary duty to consider what is best for the interests of the Company’s shareholders, both short-term and long-term.
In this regard, we and our team, including our legal advisors, remain ready to meet with you and your advisors in person or by teleconference at any time to discuss our new proposal and to answer any questions you may have about our new proposal. If we do not hear from you, we will assume that you are not interested in pursuing the new proposal contemplated in this letter.
We look forward to hearing from you.
Sincerely,
Enrique Gonzalez Martin Lichauco
Chief Executive Officer Managing Director
IPVG AO Capital Partners Limited
Cc: Board of Directors of PeopleSupport, Inc.
About AO Capital Partners, Ltd.
AO Capital is a member company of American Orient Capital Partners Group (“AOCP Group”). The AOCP Group provides high value added advisory services for the private placement of debt and equity capital, corporate restructuring, mergers & acquisition, and project finance. In addition, AOCP Group is involved in managing private equity funds for investments in Asian based companies. The senior management team of the AOCP Group has over 120 years of cumulative professional experience throughout the region. Along with its head office in Hong Kong, AOCP Group maintains full service offices in the Philippines, Singapore and in India.
About IPVG
IPVG is publicly listed on the Philippine Stock Exchange (PSE Ticker Symbol: IP) and engaged in the information technology and communications space in South East Asia. IPVG owns three operating subsidiaries in: (i) Information Technology and Telecommunications (IT&T); (ii) on-line gaming, and (iii) Business Process Outsourcing (BPO) with presence in the Philippines, Singapore, Vietnam, Hong Kong and India.
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