SAM & Co Advises on India Leg of the GBP 480 Million Acquisition of Xchanging plc by CSC Computer Sciences International Operations Limited

Shardul Amarchand Mangaldas & Co (SAM & Co) acted as the legal counsel to CSC Group on the India leg of the acquisition of Xchanging plc (“Xchanging”) by CSC Computer Sciences International Operations Limited (“Acquirer”). SAM & Co’s scope included due diligence, structuring, advising and documentation in relation to the open offer.

The Transaction is an ongoing Transaction which involves acquisition of Xchanging by the Acquirer and indirect acquisition of the subsidiaries of Xchanging including subsidiaries in India. It also includes a proposed open offer to the public shareholders of XSL by the Acquirer along with Computer Sciences Corporation and CSC Technologies India Private Limited as persons acting in concert. The proposed open offer is conditional upon acquisition of the Xchanging by the Acquirer and is an indirect offer under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

The Transaction, Due Diligence and Competition Teams of Shardul Amarchand Mangaldas & Co were involved in the transaction.

• The Transaction Team was led by Mr. Yogesh Chande and Ms. Ashni Roy, Partners along with Ms. Samidha Tyagi, Principal Associate – Designate, Mr. Malek-Ul-Ashtar Shipchandler, Associate and Ms. Neha Shaw, Associate.

• The Due Diligence Team was led by Ms. Ashoo Gupta, Partner and supported by Mr. Oscar D’sa, Principal Associate, Mr. Sandeep Chilana, Principal Associate, Ms. Charu Mehta, Principal Associate, Ms. Meghna Rajadhakshya, Principal Associate – Designate, Mr. Daryush Marfatia, Principal Associate – Designate, Ms. Aurica Bhattacharya, Senior Associate, Mr. Apurv Gupta, Associate, Ms. Pallavi Kishore, Associate, and Ms. Salonee Kulkarni, Associate.

• The Competition Team was led by Ms. Aparna Mehra, Partner and included Mr. Prateek Bhattacharya, Associate, and Mr. Karan Latayan, Associate.

Deal Value: Global acquisition approximately GBP 480 million (approx. USD 721 million)

Open offer: The offer size is up to 27, 850,929 equity shares for INR 37.63 each, amounting to a total of INR 1,048,030,458.27.

Practice Group: General Corporate/ Mergers & Acquisitions

Date of Signing: Date of Signing: Offer for Xchanging has been made by the Acquirer on December 9, 2015.

Date of Closing: Ongoing

Other Advisors: Other Advisors to the deal were:

- CSC Group was represented by Allen & Overy LLP in UK and by SAM & Co in India.

- Kotak Mahindra Capital Company Limited are the manager to the offer.

About Shardul Amarchand Mangaldas & Co (SAM & Co)

Shardul Amarchand Mangaldas & Co (SAM & Co) is one of India’s leading full service law firms. Founded on almost a century of legal achievement, SAM & Co. reconstituted in May 2015 and has started anew. The Firm is known for its exceptional Mergers & Acquisition, Competition Law, Dispute Resolution & Arbitration, Regulatory Litigation, Capital Markets and Private Equity practices globally.

Its mission is “enabling business by providing solutions as trusted advisors through excellence, responsiveness, innovation and collaboration”. The Firm has been at the helm of major headline transactions and litigations in all segments of industry and business besides representing major trans-national corporates on their India entry and business strategy.

Headed by eminent practitioners Shardul Shroff and Pallavi Shroff, the Firm has more than 370 lawyers, including 70 partners across its six offices in India, which include – New Delhi, Mumbai, Gurgaon, Ahmedabad, Bengaluru and Kolkata.