London, October 7, 2008—Shearman & Sterling is advising Scandent Holdings Mauritius Ltd (Scandent) on the recently agreed acquisition by UK-based BPO company Xchanging plc of a 75% stake in Bangalore-based BPO and IT services provider Cambridge Solutions—in which Scandent is the largest shareholder—for approximately £83 million.

The complex deal, which is believed to be the first public takeover in India by a UK public company, will create a powerhouse in the outsourcing sector. The acquisition by the British group Xchanging of 75% of the fully diluted share capital of Cambridge Solutions for a mixture of cash and shares was agreed on October 3rd, pending an open offer, Xchanging shareholder approval, regulatory procedures in India and satisfaction of certain other customary conditions.

A team of 14 led by Shearman & Sterling corporate partner Laurence Levy advised lead seller Scandent. Laurence Levy commented: “This is a very significant deal in the Indian market, in which most of the leading law firms in India were also involved.”

The vice chair of Scandent, Satyen Patel, added: “Strategically this is a fantastic outcome which gives us a global footprint. Cambridge Solutions is a leader in insurance and financial services with particular strength in India, the US and Australia, while Xchanging are strong in the UK and Germany. Given the complexities of the two organisations and their shareholder structure, we needed a law firm that was capable of delivering a complex, landmark transaction. Shearman & Sterling gave us this, and the depth that we needed.”

The M&A team at Shearman & Sterling (London) representing Scandent is led by partner Laurence Levy, associates Sean Skiffington, Rita Lo and Rémi Christien and trainee solicitor Jemma Clark. Also assisting are partners Iain Scoon (London-Tax), Beau Buffier (New York-Antitrust) and Matthew Readings (London-Antitrust), counsel Deborah Lincoln (London-Intellectual Property) and associates Manan Lahoty (London-Capital Markets), Antonia Horrocks (London-Antitrust), Kelly Karapetyan (New York-Antitrust), Jan Bredehöft (Düsseldorf-Antitrust) and Will Smith (London-Tax).

For additional information contact: Jessica Luxembourg | London | T +44.20.7843.067.885 |