Wipro Limited (NYSE:WIT) Acquires

infocrossing (NASDAQ:IFOX)

August 2007

 

Safe Harbor

This presentation may contain certain “forward looking” statements, which involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those that may be projected by these forward looking statements. These uncertainties have been detailed in the reports filed by Wipro with the Securities and Exchange Commission and these filings are available at www.sec.gov. This presentation also contains references to findings of various reports available in the public domain. Wipro makes no representation as to their accuracy or that the company subscribes to those findings.

 

Wipro Acquires Infocrossing

Transaction Summary

Transaction q Wipro Limited (NYSE: WIT) (‘Wipro’) has entered into an

agreement to acquire Infocrossing Inc. (NASDAQ:IFOX) (“Infocrossing”). — About Infocrossing q            Infocrossing — a New Jersey-based leading provider of

selective IT Infrastructure Outsourcing, Healthcare Solutions and ERP Application Managed Hosting.

Structure q Wipro will offer to acquire all of the shares of Infocrossing

pursuant to a cash tender offer. —— — Board q            Infocrossing’s Board unanimously recommends the bid. Recommendation Consideration q            Purchase price of $18.70 per share of Infocrossing. —— —

Funding q Wipro will fund the acquisition using the cash on the balance

sheet. —— — Indicative Timing q            Transaction expected to be completed by December 2007,

subject customary closing conditions and formalities of tender

offer.

 

Wipro Acquires Infocrossing

Acquisition Rationale

• Enhances winnability of Large TOS deals through Data-Center offering

• Transforms our Technology Infrastructure Services business buy giving market address to Mainframe outsourcing segment

• Integrated IT & BPO Solutions in Healthcare Segment including a proprietary platform

• Rich Management Experience in these sectors

 

Wipro Acquires Infocrossing

Overview of Infocrossing

• Founded in 1985

• Publicly traded company (NASDAQ: IFOX), IPO in 1992 • Experienced management team, Diverse enterprise client base • Multi-Platform Capabilities, comprehensive services and solutions

What Infocrossing does: IT Outsourcing

• Takes over a subset of a client’s corporate computing operations (servers, mainframes, mid-range).

• “Lift and place” them into Infocrossing data centers.

Wipro Acquires Infocrossing

 

Overview of Infocrossing

Infrocrossing’s Business Lines

Business Process Outsourcing

Full-Service Payer Solution Medicare Advantage Medicaid Fiscal Agent Services Claims Processing

Spam Blocking Virus Scanning Policy Compliance E-Mail Continuity Archival and Retrieval

IT Infrastructure Outsourcing

Mainframe AS400 & iSeries

Linux, Unix, & Windows Network

Enterprise Applications –Production support

 

ERP Applications Managed Hosting

Wipro Acquires Infocrossing

Overview of Infocrossing

Infocrossing’s Operating Model

Infocrossing’s model is based on recurring revenue, critical mass and strong operating leverage

Recurring Revenue

• Over 90% of revenue is contracted and recurring. • Opportunity to cross-sell solutions to existing clients. • Historical renewal rate of approximately 95%.

Operating Leverage

Infrastructure in Place

• Highly leverageable infrastructure. • Hardware and software unit costs decrease with scale. • Fewer resources needed on each incremental client. • Cross-utilization of resources across data centers. • Five fully constructed data center facilities. • National geographic coverage in US. • Capacity utilization at about 50%.

 

Wipro Acquires Infocrossing

Overview of Infocrossing

Wipro Acquires Infocrossing

 

Overview of Infocrossing

Consolidated Financial Summary

($ in million)

Historical — FYE Dec 31, 2005 2006 —— — Revenue $148.0 $229.2 % Growth 41.1 % 54.8 % Gross Profit 41.7 68.8 % Margin 28.1 % 30.0 % EBITDA 22.1 42.0 % EBITDA 14.9 % 18.3 % EBIT 10.9 25.0 %EBIT 7.4 % 10.9 % Net Income 2.6 8.5 % Margin 1.7 % 3.7 % —— —— — Capital Expenditures $4.3 $4.5 —— —— —

Selected Balance Sheet Items Cash $16.9 $22.3

Debt 139.3 132.0

Stockholders’ Equity 107.0 125.2

Total Assets 286.4 298.1

—— —— —

 

Wipro Acquires Infocrossing Overview of Wipro’s Infrastructure Practice

• Largest offshore IT infrastructure service provider in terms of revenue, people and customers

• Fastest growing division in Wipro, 75% growth over last year in FY06-07. • 190 customers in US, Europe, Japan (and over 750 customers in India/APAC)

• Industry expert skills, 4,500+ servicing clients in US, Europe and Japan (and over 8,000 in India)

• State-of-the-art facilities for providing remote infrastructure management – one of the world’s first BS 15000 and world’s first ISO 20000 certified.

• Backed by leading technology vendors and our experience of over twenty five years • Consistently delivering enhanced service levels at lower costs using ITIL framework • Constantly driving innovation in operations:

• Global Command Center with higher security, reliability and business view reporting (won Innovation 2006 Award from Nasscom).

• Offshore Factory Model for Global Application Migration and Server Rollout

Wipro – a Pioneer & Market Leader in Remote Infrastructure Management

 

Wipro Acquires Infocrossing

Combined Market Address

Infrastructure Consulting & System Integration - Consulting, Design, Architecture and consolidation, Product Provisioning & System Integration

IT Operations Management -

Operations & Managed Services –Open Systems, Storage, Database )

- Remote Management

IT Operations Management -

Operations & Managed Services –in Mainframe, AS/400, Messaging & Security)

Network Operations & Management

Network Architecture, Design, Planning, Optimization & Management

Data Center Services

Service Desk and Hands/Break-fix support - Enterprise IT Service Desk (English and Multilingual) , onsite Break-fix support and Availability Service

Areas addressed by Infocrossing

Managed Hosting services, Co-location, Operations & Managed services

· Organically TIS has gaps in Data Center Services, Mainframe ( in IT Operations Management), System Integration, Multilingual Service Desk , Smart Hands/Break-fix support & Network Optimization & Management

· Infocrossing helps us to plug the gaps in Data Center Services & Mainframe

 

Wipro Acquires Infocrossing

Summary — The Combined Force

• Infocrossing opens up exciting growth opportunities for Wipro in Large Total Outsourcing space. It provides Wipro with localised Managed Services Hosting capability.

• The current management of Infocrossing is committed and charged to lead the • combined offering in next league of growth. • Combined Infrastructure Business expected to touch $1bn in 24-36 months. • Infocrossing’s IT+BPO Healthcare Solutions including proprietary Platform will give • boost to Wipro’s fast-growing Healthcare practice.

Wipro & Infocrossing See An Exciting Future Ahead.

 

Thank you for your time

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