Atos SE (ENXTPA:ATO) entered into a definitive merger agreement to acquire Syntel, Inc. (NasdaqGS:SYNT) for $3.4 billion on July 20, 2018. The transaction is valued at approximately $3.57 billion, including Syntel’s net debt. Under the terms of consideration, Atos will acquire all of the outstanding stock of Syntel for $41 per share in cash. The transaction is structured as a one-step cash merger between Syntel and Atos requiring above 50% of Syntel outstanding share capital to execute the merger. The acquisition will be financed through debt fully underwritten by BNP Paribas and J.P. Morgan Securities PLC. The debt will be used to fund the purchase cash consideration together with refinancing of outstanding debt. After the completion, Syntel will operate as wholly owned subsidiary of Atos and will have separate corporate existence. Syntel common stock will be delisted from NASDAQ and deregistered under the Securities Exchange Act of 1934 and will no longer file periodic reports with the Securities and Exchange Commission. Syntel will pay a fee of $111.5 million to Atos in case Syntel terminates the agreement. As part of this transaction, upon closing Atos will immediately gain a significant scale in its Business & Platform Solutions Division in North America allowing it to address its existing client base and to offer them high value-add digital services in several specific verticals such as Banking and Financial Services, Healthcare, Retail, Logistics, Manufacturing, and Insurance. Also, Rakesh Khanna, Chief Executive Officer of Syntel, will become a member of Atos Executive Committee. Syntel executives and management will join Atos leadership team in order to help achieve the combined Group’s strong ambitions. The transaction is subject to regulatory approvals, expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, receipt of certain foreign regulatory approvals, the approval or other clearance of the committee on Foreign Investments in the United States, approval from the Serbian Commission for the Protection of Competition pursuant to the Serbian Law on the Protection of Competition, the Austrian Federal Competition Authority pursuant to the Austrian Cartel Act 2005 and the Competition Commission of India pursuant to the Indian Competition Act, approvals of Syntel’s shareholders and other customary conditions. Completion of the transaction is not subject to any financing condition. The Boards of Directors of Atos unanimously approved the transaction. As on August 3, 2018 the early termination of antitrust approval waiting period has been granted. As on September 10, 2018, the transaction was approved by the Committee on Foreign Investment in United States. The Board of Directors of Syntel unanimously approved the transaction based on the unanimous recommendation of a special committee of the Syntel Board. In connection with the merger agreement, Syntel’s founders and certain of their affiliated entities, who collectively own approximately 51.1% of the outstanding Syntel shares, entered into an agreement with Atos to vote their shares in favor of the merger agreement, subject to their right to terminate their obligations in the event the Syntel Board changes its recommendation to shareholders or if the definitive agreement is terminated. As of September 20, 2018, Competition Commission of India approved the deal. As of October 1, 2018, Syntel shareholders approved the transaction. The transaction is expected to close in early fourth quarter of 2018. As per the announcement made in October 2, 2018, the transaction is expected to close before mid-October 2018. The deal is expected to be EPS accretive immediately with double digit accretion as early as 2019 excluding the impact of PPA and implementation and transaction costs. Goldman Sachs & Co. LLC acted as the financial advisor with fee of $44.6 million and Patrick S. Brown, Ronald E. Creamer Jr., Matthew M. Friestedt, Eric J. Kadel, Jr., Nader A. Mousavi, Alison S. Ressler, Matthew J. Brennan, Scott C. Campbell, Arman T. Carrettal, Kristen B. Klein, Kelly N. Meric, Precious E. Nwankwo, Justin R. Orr, Jonathan M. Rhein, Manon T. Scales, Brian R. Umanoff, Renata B. Hesse, Michael Rosenthal, Eric H. Queen, Andreas Piehlmeier, Justin R. Gibbs and Aaron B. Werner of Sullivan & Cromwell LLP acted as the legal advisor to Syntel. James P. Dougherty and Timothy P. FitzSimons of Jones Day acted as the legal advisors to Syntel’s founders. Grégoire Chertok, Cyrille Harfouche, Pierre-Henri Chappaz, Vincent Danjoux, François Proust, Mr Eric Lacroix Vaubois, Francois Wat, James Ben, Brice Lemonnier and Harkaran Bedi of Rothschild & Cie Banque, J.P. Morgan Securities Plc and BNP Paribas Corporate Finance acted as the financial advisors whereas Dov Kogen, Alex Bauer, Mario Carroll, Vernell Moreland, Nour Bargach, Claude Serra, Mor Agam, Paul Wessel, Craig Olshan, Akansha Mishra, Jeffrey Osterman, Edric Itchon, Stephanie Onyekwere, Alexa Rozell, Annemargaret Connolly, Morgan Bale, Olivier Jauffret, Dylan Scher, Cristina Marin, Aladin Zeghbib, Ariel Kronman, Connie Kuang, Randi Singer, Elisabeth Sperle, Eliza Cotter, Ted Posner, Nathan Cunningham, Timothy Welch, Melissa Meyrowitz, Cody Lipton, Jonathan Gartner, An Tran, Jackie Cohen, Howard Dicker, Chayim Neubort, Catherine Dixon and Jaclyn L. Cohen of Weil, Gotshal & Manges LLP acted as the legal advisor to Atos on the transaction. Anne-Sophie Poirier, Jacques-Philippe Gunther, Mathilde Saltiel, Farrell Malone, Patrick English, Les Carnegie, Jarret Taubman and Bridget Rose Reineking of Latham & Watkins acted as legal advisors to Atos. Peter Cohen-Millstein, Marc Petitier, Megan Ridley-Kaye, and Jake Shaner of Linklaters acted as legal advisor in the transaction. Atos SE (ENXTPA:ATO) completed the acquisition of Syntel, Inc. (NasdaqGS:SYNT) on October 9, 2018. Syntel will operate as a dedicated unit named Atos Syntel within Atos' Business & Platform Solutions Division.