UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. ___)
INFOCROSSING, INC.
(Name of subject company (Issuer))
WIPRO LIMITED
WIPRO INC.
ROXY ACQUISITION CORP.
(Names of Filing Persons (Offerors))
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American Depositary Shares
(Title of classes of securities)
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97651M109
(CUSIP number of common stock) |
Doddakannelli
Sarjapur Road
Bangalore 560035, Karnataka, India
+91-80-2844-0011
(Name, address, and telephone number of person authorized to receive notices and communications on behalf of filing persons)
Copies to:
Raj. S. Judge, Esq.
Martin Korman, Esq.
Christopher A. Rose, Esq.
Wilson Sonsini Goodrich & Rosati
650 Page Mill Road
Palo Alto, California 94304
(650) 493-9300
CALCULATION OF FILING FEE
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Transaction Valuation*
Not applicable*
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Amount of Filing Fee*
Not applicable* |
* A filing fee is not required in connection with this filing as it relates solely to
preliminary communications made before the commencement of a tender offer.
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o Check the box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the
offsetting fee was previously paid. Identify the previous
filing by registration statement number, or the form or
schedule and the date of its filing. |
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Amount Previously Paid:
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N/A
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Filing Party:
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N/A |
Form of Registration No.:
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N/A
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Date Filed:
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N/A |
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þ Check the box if the filing relates solely to preliminary
communications made before the commencement of the tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
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þ third party tender offer subject to Rule 14d-1 |
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o issuer tender offer subject to Rule 13e-4 |
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o going private transaction subject to Rule 13e-3 |
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o amendment to Schedule 13D under Rule 13d-2 |
Infocrossing, Inc. (Infocrossing) along with some of the senior executives of Wipro
Limited (Wipro) held a conference call with investors on Monday, August 6, 2007, to discuss the
announcement that they had entered into an Agreement and Plan of Merger (the Merger Agreement)
pursuant to which Wipro Limited agreed to acquire Infocrossing, a provider of IT infrastructure
management, by means of a tender offer for all of the outstanding shares of Infocrossing for $18.70
per share in an all cash deal.
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Exhibits |
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99.1
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Transcript of conference call held by Infocrossing, Inc. along with
some of the senior executives of Wipro Limited on August 6,
2007(furnished herewith). |
Additional Information
The tender offer for the outstanding common stock of Infocrossing, Inc. (Infocrossing)
has not yet commenced. This filing is for informational purposes only and is not an offer to buy
or the solicitation of an offer to sell any securities. The solicitation and the offer to buy
shares of Infocrossing common stock will be made only pursuant to an offer to purchase and related
materials that Wipro Limited (Wipro) intends to file with the SEC on Schedule TO. Infocrossing
also intends to file a solicitation/recommendation statement on Schedule 14D-9 with respect to the
offer. Infocrossing stockholders and other investors should read these materials carefully because
they contain important information, including the terms and conditions of the offer. Infocrossing
stockholders and other investors will be able to obtain copies of these materials without charge
from the SEC through the SECs website at www.sec.gov, from Wipro (with respect to documents filed
by Wipro with the SEC), at www.wipro.com, or from Infocrossing (with respect to documents filed by
Infocrossing with the SEC). Stockholders and other investors are urged to read carefully those
materials prior to making any decisions with respect to the offer.
Forward Looking Statements
This filing and the exhibit hereto contains forward-looking statements that involve risks,
uncertainties and assumptions. If such risks or uncertainties materialize or such assumptions prove
incorrect, actual results could differ materially from those expressed or implied by such
forward-looking statements and assumptions. All statements other than statements of historical fact
are statements that could be deemed forward-looking statements, including the anticipated timing of
filings and approvals relating to the acquisition, the expected timing of the completion of the
transaction, and the ability to complete the transaction considering the various closing
conditions, including those conditions related to antitrust regulations. Risks, uncertainties and
assumptions include risks related to the timing or ultimate completion of the transaction. Wipro
assumes no obligation and does not intend to update these forward-looking statements.