Sec Form 13D Filing - Austin HoldCo Inc filing for VIRTUSA CORP (EXLS) - 2020-09-18

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.   )*

Virtusa Corporation

(Name of Issuer)

Common Stock, par value US$0.01 per share

(Title of Class of Securities)

92827P102

(CUSIP Number)

Kirti Hariharan

Baring Private Equity Asia Pte. Limited

50 Collyer Quay

#11-03/04 OUE Bayfront

Singapore 049321

+65 6232 6330

with copies to:

Neill P. Jakobe, Esq.

Paul S. Scrivano, Esq.

Eric L. Issadore, Esq.
Ropes & Gray LLP
191 North Wacker Drive, 32^nd Floor

Chicago, IL 60606

(312) 845-1200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 9, 2020

(Date of Event which Requires Filing of this Statement)

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes)

CUSIP Number:  92827P102

CUSIP Number:  92827P102

CUSIP Number:  92827P102

CUSIP Number:  92827P102

CUSIP Number:  92827P102

CUSIP Number:  92827P102

CUSIP Number:  92827P102

CUSIP Number:  92827P102

CUSIP Number:  92827P102

CUSIP Number:  92827P102

CUSIP Number:  92827P102

CUSIP Number:  92827P102

CUSIP Number:  92827P102

This class of equity securities to which this Statement on Schedule 13D (this “Schedule 13D”) relates is the common stock, par value $0.01 per share (the “Common Stock”), of Virtusa Corporation (“Issuer”). The address of the principal executive offices of Issuer is 132 Turnpike Road, Southborough, MA 01772.

This Statement on Schedule 13D is being jointly filed by the following persons (each a “Reporting Person,” and collectively, the “Reporting Persons”):

Parent, Austin Topco, Austin Holdco, Austin Aggregator, Namu, Namu Parent and Baring Pte have a principal office at 50 Collyer Quay, #11-03/04 OUE Bayfront, Singapore 049321. Baring Limited has its principal office at Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1-1205 Cayman Islands.   Baring LP, Baring GP LP and Baring GP Limited have their principal office at Ugland House Grand Cayman, KY1-1104, Cayman Islands. Mr. Salata’s principal office is at 3801 Two International Finance Centre, 8 Finance Street, Central, Hong Kong.

The principal business of each of Parent, Austin Topco, Austin Holdco and Austin Aggregator is the transactions contemplated by that certain Agreement and Plan of Merger, dated as of September 9, 2020, among Parent, Austin BidCo Inc., a wholly owned subsidiary of Parent (“Sub”) and Issuer (the “Merger Agreement”).  The principal business of Namu, Namu Parent, Baring Pte, Baring Limited and Baring LP is investment activities. Austin Aggregator and Baring LP act through their general partner Baring GP LP, which in turn acts through its general partner, Baring GP Limited. Mr. Salata is the sole shareholder of Baring GP Limited and disclaims beneficial ownership of the investment by the Reporting Persons except to the extent of his economic interest.  Mr. Salata’s current principal occupation is acting as an investment advisor.

The directors and executive officers of Parent, Austin Topco, Austin Holdco, Namu, Namu Parent, Baring Pte, Baring Limited and Baring GP Limited are set forth on Schedule I attached hereto. Schedule I sets forth the following information with respect to each such person:

 

During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any person named in Schedule I, has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The Reporting Persons are filing this Statement on Schedule 13D because they have entered into certain understandings, as further described herein, with each of Izhar Armony, Kris Canekeratne, Tushara Canekeratne, Kris Canekeratne Irrevocable Trust, Tushara Canekeratne Irrevocable Trust, Kavan A. Canekeratne IDI Trust, Shane A. Canekeratne IDI Trust, Samir Dhir, Joseph G. Doody, Thomas R. Holler, Deborah C. Hopkins, Ranjan Kalia, Anuranjan K. Kalia Trust, Keith Modder, Rowland T. Moriarty, Rubex LLC, Movex LLC, Moriarty Family Charitable Foundation, Charles Moriarty Trust, Sundar Narayanan, Barry R. Nearhos, Abidali Neemuchwala, William K. O’Brien, Vikram S. Pandit, Orogen Viper LLC and Al-Noor Ramji (collectively, the “Supporting Stockholders”) in connection with the transactions contemplated by the Merger Agreement, as more fully described in Item 4 hereof. The Supporting Stockholders are the record and/or beneficial owners of the Supporting Shares (as defined below) reported herein.

CUSIP Number:  92827P102

The information set forth or incorporated in Item 4 is incorporated by reference in its entirety into this Item 3.

As more fully described in Item 4 hereof, the Supporting Stockholders, who are the record and/or beneficial owners of 1,745,979 shares of Common Stock and 108,000 shares of preferred stock, par value $0.01 per share, of Issuer (“Preferred Stock”) (the shares of Common Stock and Preferred Stock beneficially owned by the Supporting Stockholders, collectively, the “Supporting Shares”), have entered into the Voting Agreement (as defined in Item 4) with Parent. As a result of the Voting Agreement, the Reporting Persons may be deemed to have beneficial ownership of the 1,745,979 shares of Common Stock and 108,000 shares of Preferred Stock beneficially owned by the Supporting Stockholders, however such beneficial ownership is expressly disclaimed by each Reporting Person. The Reporting Persons did not pay any consideration to the Supporting Stockholders in respect of the Voting Agreement.

The Supporting Stockholders entered into the Voting Agreement to induce Parent to enter into the Merger Agreement, as more fully described in Item 4 hereof.

Namu purchased 153,296 shares of Common Stock (such shares, collectively, the “Namu Shares”) reported herein for an aggregate purchase price of $4,968,933.85 (excluding broker fees and commissions). The source of funds for such purchases was funds available for investment.

ITEM 4.

PURPOSE OF TRANSACTION

On September 9, 2020, Issuer entered into the Merger Agreement with Parent and Sub. The Merger Agreement provides, among other things and subject to the terms and conditions set forth therein, that Sub will be merged with and into Issuer (the “Merger”), with Issuer continuing as the surviving corporation and as a wholly owned subsidiary of Parent. The Merger Agreement provides that Parent will acquire all of the Common Stock issued and outstanding immediately prior to the effective time of the Merger, other than shares of Common Stock owned by Issuer, Parent or Sub and Common Stock owned by stockholders of Issuer who are entitled to demand and properly demand statutory appraisal of such shares pursuant to Section 262 of the General Corporation Law of the State of Delaware, at a price of $51.35 per share of Common Stock in cash (the “Merger Consideration”). The consummation of the transactions contemplated by the Merger Agreement is subject to certain customary closing conditions including, among others, (i) the adoption of the Merger Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Common Stock and the Preferred Stock (voting on an as converted basis, voting together as a single class) entitled to vote thereon at an Issuer stockholders’ meeting duly called and held for such purpose, (ii) the expiration or earlier termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and other similar laws in other jurisdictions, (iii) approval from the Committee on Foreign Investment in the United States (CFIUS), (iv) the conversion of all issued and outstanding Preferred Stock into shares of Common Stock, (v) receipt of certain consents and approvals and the expiration or earlier termination of related statutory waiting or review periods and (vi) the absence of an Issuer material adverse effect.

The Merger Agreement contains representations and warranties customary for transactions of this type. Issuer has agreed to various customary covenants and agreements, including, among others, (i) to conduct its and its subsidiaries’ businesses in the usual, regular and ordinary course in substantially the same manner as previously conducted during the period between the execution of the Merger Agreement and the effective time of the Merger and not to engage in certain kinds of actions or transactions during this period without Parent’s prior consent; (ii) to forego paying any dividend or other distribution in respect of the Common Stock during the period between the execution of the Merger Agreement and the effective time of the Merger; and (iii) to call a special meeting of Issuer’s stockholders to adopt the Merger Agreement and obtain the requisite approval of Issuer’s stockholders.

The Merger Agreement provides that, upon termination of the Merger Agreement under specified circumstances, Issuer will be required to pay Parent a termination fee of $54,330,000.  The Merger Agreement provides that, upon termination of the Merger Agreement under specified circumstances, Parent will be required to pay Issuer a termination fee of $108,660,000.

Presently it is anticipated that the financing for the transactions contemplated by the Merger Agreement will consist of (i) equity financing to be contributed to Parent by Baring LP, The Baring Asia Private Equity Fund VII, L.P.1, and The Baring Asia Private Equity Fund VII, SCSp, and (ii) debt financing arranged by Parent.   In addition, Parent may seek and subsequently obtain additional equity financing from certain potential unaffiliated co-investors who may receive non-controlling interests in one or more of the Reporting Persons or their affiliates.

On September 9, 2020, the Supporting Stockholders and Parent entered a Voting Agreement (the “Voting Agreement”). The Voting Agreement contemplates, among other things, that the Supporting Stockholders will vote or cause to be voted the shares of Common Stock and Preferred Stock (on an as-converted basis) beneficially owned by such Supporting Stockholder (i) in favor of the adoption of the Merger Agreement and (ii) against any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Issuer, any alternative acquisition proposal or any election of directors of Issuer (other than the election of directors proposed by Issuer as part of “management’s slate” in Issuer’s own proxy statement) or any other matters proposed by a third party in a proxy solicitation, or any amendment to Issuer’s organizational documents or other proposal or transaction involving Issuer or any of its subsidiaries, which amendment or other proposal or transaction would be reasonably likely to in any manner impede, interfere with, delay or attempt to discourage, frustrate the purpose of, result in a breach by Issuer of, prevent or nullify any provision of the Merger Agreement or any other Transaction Agreement (as defined in the Merger Agreement), the Merger, or any other Transactions (as defined in the Merger Agreement) or change in any manner the voting rights of any class of capital stock of Issuer. In addition, under the terms of the Voting Agreement, each of the Supporting Stockholders irrevocably granted to Parent and any individual designated in writing by Parent, a proxy to attend any meeting of Issuer’s stockholders on behalf of such Supporting Stockholder with respect to the matters set forth above and to vote the Common Stock and Preferred Stock, as applicable, over which such Supporting Stockholder has voting power in a manner consistent with the Voting Agreement in connection with any such meeting.

CUSIP Number:  92827P102

Each Supporting Stockholder also agreed, under the Voting Agreement, not to (i) sell, transfer, tender, grant, pledge, assign or otherwise dispose of (including by gift, tender or exchange offer, merger or operation of law), encumber, hedge or utilize a derivative to transfer the economic interest in (collectively, “Transfer”), or enter into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any shares of Common Stock or Preferred Stock beneficially owned by such Supporting Stockholder to any person other than pursuant to the Merger, (ii) grant any proxies (other than as set forth in the Voting Agreement) or enter into any voting arrangement, whether by proxy, voting agreement, voting trust or otherwise (including pursuant to any loan of any shares of Common Stock or Preferred Stock beneficially owned by such Supporting Stockholder), or enter into any other agreement, with respect to any such shares of Common Stock or Preferred Stock, (iii) take any action that would make any representation or warranty of such Supporting Stockholder in the Voting Agreement untrue or incorrect or have the effect of preventing or disabling such Supporting Stockholder from performing its obligations under the Voting Agreement, or (iv) commit or agree to take any of the foregoing actions or take any other action or enter into any contract that would reasonably be expected to make any of the representations or warranties contained in the Voting Agreement untrue or incorrect or would have the effect of preventing or delaying such Supporting Stockholder from performing any of its obligations under the Voting Agreement, in each case, except as otherwise provided in the Voting Agreement.  The Supporting Stockholders also agreed to waive their appraisal rights in connection with the Merger and not to, and to cause their representatives not to, directly or indirectly, solicit, initiate or encourage the submission of any alternative acquisition proposals, or take any other action to facilitate any inqui ries or the making of any proposals that constitute, or may reasonably be expected to lead to, any alternative acquisition proposals, enter into any acquisition agreement with respect to any alternative acquisition proposals or enter into, participate in or continue any discussions with respect to, or otherwise cooperate in any way with or facilitate or enable any alternative acquisition proposal.

The Supporting Stockholder that beneficially owns shares of Preferred Stock also agreed, under the Voting Agreement, to submit all of its shares of Preferred Stock for conversion into shares of Common Stock in accordance with Section 6 of the Certificate of Powers, Designations, Preferences and Rights of the Series A Preferred Stock of Issuer, with such conversion to become effective immediately prior to the effective time of the Merger.

The Voting Agreement will terminate upon the earlier of the consummation of the Merger, the termination of the Merger Agreement in accordance with its terms or the mutual written consent of the parties.   A Supporting Stockholder may terminate the Voting Agreement upon the entry by Issuer without the prior written consent of the Supporting Stockholder into any amendment, waiver or modification of the Merger Agreement that results in (i) a change in the form of consideration to be paid thereunder or (ii) a decrease in the Merger Consideration.

The foregoing summary and information disclosed in this Item 4 do not purport to be complete and are qualified in their entirety by reference to the Voting Agreement and the Merger Agreement, copies of which are attached as an exhibit to Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 11, 2020 and each of which is incorporated by reference in its entirety into this Item 4.

The Reporting Persons review on a continuing basis the transactions contemplated by the Merger Agreement and Voting Agreement. Based on such review, the Reporting Persons may exercise their rights under those agreements and/or the other agreements described in Item 6 of this Statement on Schedule 13D, including to terminate, amend or modify any of the transactions contemplated thereby, and/or may acquire, or cause to be acquired, beneficial interests in securities of Issuer at any time, or formulate other purposes, plans or proposals regarding Issuer or any of its securities, to the extent deemed advisable in light of the investment policies of the Reporting Persons, Issuer’s business, financial condition and operating results, general market and industry conditions or other factors. Other than as described in this Item 4, and except as otherwise disclosed herein or in agreements described in this Statement on Schedule 13D, the Reporting Persons have no present plans or proposals that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of the instructions to Item 4 of this Statement on Schedule 13D. However, as part of the ongoing evaluation of the transactions contemplated by the Merger Agreement and Voting Agreement, the Reporting Persons may at any time review or reconsider their respective positions with respect to Issuer and formulate plans or proposals with respect to any of such matters and, from time to time, may hold discussions with or make formal proposals to management or Issuer’s board of directors, other stockholders of Issuer or other third parties regarding such matters. There can be no assurance that the possible courses of action expressed in this Item 4 will be consummated by the Reporting Persons.

The information contained in rows 7, 8, 9, 10, 11, 12 and 13 on each of the cover pages of this Statement on Schedule 13D and the footnotes thereto, and the information set forth or incorporated in Items 2, 3 and 4 is incorporated by reference in its entirety into this Item 5.

(a) and (b):

Immediately prior to the execution of the Voting Agreement, Namu directly owned 153,296 shares of Common Stock, or approximately 0.5% of the total number of shares of Common Stock outstanding.

Namu Parent is the controlling equityholder of Namu and may be deemed to share voting and dispositive power with respect to the 153,296 shares of Common Stock, or approximately 0.5% of the total number of shares of Common Stock outstanding, held by Namu by virtue of its ability to collectively direct the decisions of Namu.

Baring Pte is the controlling equityholder of Namu Parent and may be deemed to share voting and dispositive power with respect to the 153,296 shares of Common Stock, or approximately 0.5% of the total number of shares of Common Stock outstanding, held by Namu by virtue of its ability to collectively direct the decisions of Namu Parent.

Baring Limited is the controlling equityholder of Baring Pte and may be deemed to share voting and dispositive power with respect to the 153,296 shares of Common Stock, or approximately 0.5% of the total number of shares of Common Stock outstanding, held by Namu by virtue of its ability to collectively direct the decisions of Baring Pte.

Baring LP is the controlling equityholder of Baring Limited and may be deemed to share voting and dispositive power with respect to the 153,296 shares of Common Stock, or approximately 0.5% of the total number of shares of Common Stock outstanding, held by Namu by virtue of its ability to collectively direct the decisions of Baring Limited.

CUSIP Number:  92827P102

Baring GP LP, as the general partner of Baring LP, has the ability to direct the investment decisions of Baring LP, including the power to direct the decisions of Baring LP, regarding the vote or disposition of 153,296 shares of Common Stock, or approximately 0.5% of the total number of shares of Common Stock outstanding, directly held by Namu by virtue of its ability to direct the investment decisions of Baring LP; therefore, Baring GP LP may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by Namu.

Baring GP Limited, as the general partner of Baring GP LP, has the ability to direct the investment decisions of Baring GP LP regarding the vote or disposition of 153,296 shares of Common Stock, or approximately 0.5% of the total number of shares of Common Stock outstanding, directly held by Namu by virtue of its ability to direct the investment decisions of Baring GP LP; therefore, Baring GP Limited may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by Namu.

Mr. Salata, in his capacity as the sole shareholder, has the power to direct the decisions of Baring GP Limited regarding the vote or disposition of securities directly held by Namu by virtue of his ability to direct the investment decisions of Baring GP Limited; therefore, Mr. Salata may be deemed to share voting and dispositive power with respect to the 153,296 shares of Common Stock, or approximately 0.5% of the total number of shares of Common Stock outstanding, directly held by Namu, and disclaims beneficial ownership of the investment by the Reporting Persons except to the extent of his economic interest.

As a result of the transactions described in Item 4, as of the date of this Schedule 13D, under the definition of “beneficial ownership” as set forth in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each Reporting Person may be deemed to have shared voting power with respect to (and therefore beneficially own) 4,754,629 shares of Common Stock, representing approximately 14.3% of the outstanding shares of Common Stock (based on the sum of (x) 30,295,865 shares of Common Stock outstanding, which is the number of shares of Common Stock represented by Issuer within the Merger Agreement to be outstanding as of the close of business on September 8, 2020 and (y) 3,008,650 shares of Issuer’s Common Stock, which represents the number of shares of Common Stock issuable upon conversion of 108,000 shares of Preferred Stock, as represented by the holder of such Preferred Stock in the Voting Agreement).  Accordingly, the percentage of the outstanding shares of Common Stock that may be deemed to be beneficially owned by each of Parent, Austin Topco, Austin Holdco, Austin Aggregator, Baring LP, Baring GP LP, Baring GP Limited and Mr. Salata as a result of the Voting Agreement is approximately 14.3%.

Except as set forth above, no Reporting Person beneficially owns any shares of Common Stock.  Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that it is the beneficial owner of any of the Common Stock referred to herein for the purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership is expressly disclaimed by each Reporting Person other than in the case of Namu, the Namu Shares. All Supporting Shares are reported to the knowledge of the Reporting Persons based on the representations of Issuer and the Supporting Stockholders.  Each Reporting Person expressly disclaims any assertion or presumption that it and the other persons on whose behalf this Statement is filed constitute a “group” for the purposes of Sections 13(d) of the Exchange Act and the rules thereunder. The filing of this statement should not be construed to be an admission that any member of the Reporting Persons are members of a “group” for the purposes of Sections 13(d) of the Exchange Act.

Except as otherwise indicated, the percentages in this Item 5 are calculated based on 30,295,865 total shares of Common Stock issued and outstanding as of September 8, 2020 (which is the number of shares of Common Stock represented by Issuer within the Merger Agreement to be outstanding as of the close of business on September 8, 2020).

(c)  Information concerning transactions effected by the Reporting Person(s) during the past sixty days is set forth in Schedule B hereto and is incorporated herein by reference. All of the transactions listed hereto were effected in the open market through various brokerage entities and in the normal course of business.

(d) To the knowledge of the Reporting Persons, no person, other than the Supporting Stockholders and their controlling persons has the right to receive or power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock covered by this Schedule 13D.

(e) Not applicable.

ITEM 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

CUSIP Number:  92827P102

ITEM 7.

MATERIAL TO BE FILED AS EXHIBITS

CUSIP Number:  92827P102

	AUSTIN HOLDCO INC.
	By:	/s/ KIRTI HARIHARAN
	Name:	Kirti Hariharan
	Title:	President
	AUSTIN TOPCO, INC.
	By:	/s/ KIRTI HARIHARAN
	Name:	Kirti Hariharan
	Title:	President
	AUSTIN SUPERHOLDCO, INC.
	By:	/s/ KIRTI HARIHARAN
	Name:	Kirti Hariharan
	Title:	President
	AUSTIN AGGREGATOR, L.P.
	By:	Baring Private Equity Asia GP VII, L.P., as its general partner
	By:	Baring Private Equity Asia GP VII Limited, as its general partner
	By:	/s/ TEK YOK HUA
	Name:	Tek Yok Hua
	Title:	Director
	NAMU HOLDINGS PTE. LIMITED
	By:	/s/ KIRTI HARIHARAN
	Name:	Kirti Hariharan
	Title:	Director
	NAMU HOLDINGS PARENT PTE. LIMITED
	By:	/s/ KIRTI HARIHARAN
	Name:	Kirti Hariharan
	Title:	Director

CUSIP Number:  92827P102

	BARING PRIVATE EQUITY ASIA VII PTE. LIMITED
	By:	/s/ KIRTI HARIHARAN
	Name:	Kirti Hariharan
	Title:	Director
	BARING PRIVATE EQUITY ASIA FUND VII LIMITED
	By:	/s/ TEK YOK HUA
	Name:	Tek Yok Hua
	Title:	Director
	THE BARING ASIA PRIVATE EQUITY FUND VII, L.P.
	By:	Baring Private Equity Asia GP VII, L.P., as its general partner
	By:	Baring Private Equity Asia GP VII Limited, as its general partner
	By:	/s/ TEK YOK HUA
	Name:	Tek Yok Hua
	Title:	Director
	BARING PRIVATE EQUITY ASIA GP VII, L.P.
	By:	Baring Private Equity Asia GP VII Limited, as its general partner
	By:	/s/ TEK YOK HUA
	Name:	Tek Yok Hua
	Title:	Director
	BARING PRIVATE EQUITY ASIA GP VII LIMITED
	By:	/s/ TEK YOK HUA
	Name:	Tek Yok Hua
	Title:	Director
	JEAN ERIC SALATA
	/s/ JEAN ERIC SALATA

CUSIP Number:  92827P102

SCHEDULE A

Directors and Executive Officers

The following table sets forth the name, citizenship, business address and present principal occupation of each director and executive officer of Parent, Austin Topco, Austin Holdco, Namu, Namu Parent, Baring Pte, Baring Limited and Baring GP Limited.

Austin Holdco Inc., Austin Topco, Inc., Austin SuperHoldCo, Inc.

The names and present principal occupations of the directors and executive officers of Austin Holdco Inc., Austin Topco, Inc., Austin SuperHoldCo, Inc. are set forth below.

Namu Holdings Pte. Limited, Namu Holdings Parent Pte. Limited

The names and present principal occupations of the directors of Namu Holdings Pte. Limited and Namu Holdings Parent Pte. Limited are set forth below.  Namu Holdings Pte. And Namu Holdings Parent Pte. Limited do not have any executive officers.

CUSIP Number:  92827P102

Baring Private Equity Asia VII Pte. Limited

The names and present principal occupations of the directors and executive officers of Baring Private Equity Asia VII Pte. Limited are set forth below.  Baring Private Equity Asia VII Pte. Limited does not have any executive officers.

Baring Private Equity Asia Fund VII Limited

The names and present principal occupations of the directors and executive officers of Baring Private Equity Asia Fund VII Limited are set forth below.  Baring Private Equity Asia Fund VII Limited does not have any executive officers.

Baring Private Equity Asia GP VII Limited

The names and present principal occupations of the directors and executive officers of Baring Private Equity Asia GP VII Limited are set forth below.  Baring Private Equity Asia GP VII Limited does not have any executive officers.

CUSIP Number:  92827P102

SCHEDULE B

CUSIP Number:  92827P102

EXHIBIT 1

AUSTIN HOLDCO INC.     By: /s/ KIRTI HARIHARAN ___ Name: Kirti Hariharan Title:   President   AUSTIN TOPCO, INC.     By: /s/ KIRTI HARIHARAN  Name: Kirti Hariharan Title:   President     AUSTIN SUPERHOLDCO, INC.     By: /s/ KIRTI HARIHARAN  Name: Kirti Hariharan Title:   President   AUSTIN AGGREGATOR, L.P.   By: Baring Private Equity Asia GP VII, L.P., as its general partner   By: Baring Private Equity Asia GP VII Limited, as its general partner     By: /s/ TEK YOK HUA  Name: Tek Yok Hua Title:   Director   &#x A0; NAMU HOLDINGS PTE. LIMITED     By: /s/ KIRTI HARIHARAN  Name: Kirti Hariharan Title:   Director     NAMU HOLDINGS PARENT PTE. LIMITED     By: /s/ KIRTI HARIHARAN  Name: Kirti Hariharan Title:   Director     BARING PRIVATE EQUITY ASIA VII PTE. LIMITED     By: /s/ TEK YOK HUA  Name: Tek Yok Hua Title:   Director     BARING PRIVATE EQUITY ASIA FUND VII LIMITED     By: /s/ TEK YOK HUA  Name: Tek Yok Hua Title:   Director

CUSIP Number:  92827P102

THE BARING ASIA PRIVATE EQUITY FUND VII, L.P.   By: Baring Private Equity Asia GP VII, L.P., as its general partner   By: Baring Private Equity Asia GP VII Limited, as its general partner     By: /s/ TEK YOK HUA  Name: Tek Yok Hua Title:   Director   BARING PRIVATE EQUITY ASIA GP VII, L.P.   By: Baring Private Equity Asia GP VII Limited, as its general partner     By: /s/ TEK YOK HUA  Name: Tek Yok Hua Title:   Director     BARING PRIVATE EQUITY ASIA GP VII LIMITED   By: /s/ TEK YOK HUA  Name: Tek Yok Hua Title:   Director     JEAN ERIC SALATA     /s/ JEAN ERIC SALATA