UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Rule 14a-101)

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

SYNTEL, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION

525 East Big Beaver Road, Suite 300

Troy, Michigan 48083

[●], 2018

Dear Shareholder,

It is our pleasure to invite you to attend a special meeting of the shareholders of Syntel, Inc., a Michigan corporation, which we refer to as the Company, we, us or our, to be held on         , 2018 at         , Eastern Time, at the Company’s executive offices, located at 525 East Big Beaver Road, Suite 300, Troy, Michigan 48083, which we refer to as the special meeting.

On July 20, 2018, the Company entered into an Agreement and Plan of Merger, which we refer to as the merger agreement, by and among the Company, Atos S.E., a société européenne (European company) organized under the laws of France, which we refer to as Atos, and Green Merger Sub Inc., a Michigan corporation and an indirect wholly owned subsidiary of Atos, which we refer to as Merger Sub. Pursuant to the merger agreement, Merger Sub will be merged with and into the Company, which we refer to as the merger, with the Company continuing as the surviving corporation and an indirect wholly owned subsidiary of Atos. At the special meeting you will be asked, among other things, to consider and vote upon a proposal to approve the merger agreement.

If the merger is completed, you will be entitled to receive $41.00 in cash, without interest, less any required withholding taxes, for each share of our common stock owned by you. Our board of directors, which we refer to as the Board, has unanimously determined that the merger agreement, the merger and the other transactions contemplated by the merger agreement are fair to, and in the best interests of, the Company and its shareholders and has unanimously adopted, authorized, approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement. The Board made its determination based in part on the recommendation of a special committee of the Board and after consultation with its legal and financial advisors and in part after consideration of a number of other factors as described in the accompanying proxy statement. Approval of the merger agreement requires the affirmative vote of holders of a majority of the shares of common stock outstanding at the close of business on the record date. Our Board recommends that you vote “FOR” the proposal to approve the merger agreement.

In connection with the merger agreement, on July 20, 2018, directors Bharat Desai and Neerja Sethi, as well as certain of their affiliates, who collectively own approximately 51% of the Company’s outstanding common stock, entered into a voting agreement with Atos, which we refer to as the voting agreement. The voting agreement requires Mr. Desai, Ms. Sethi and their affiliates that are parties to the voting agreement to, among other things, vote their shares of common stock in favor of the proposal to approve the merger agreement and certain related matters, as applicable, and against alternative transactions. However, if the Board changes its recommendation to approve the merger agreement or if the merger agreement is terminated, in each case in accordance with the terms set forth in the merger agreement, including in respect of the Company entering into a superior proposal, as described herein, all shareholders party to the voting agreement will immediately and automatically be relieved of their obligation to approve the merger agreement and all other voting obligations under the voting agreement. Accordingly, if the shareholders party to the voting agreement are not relieved of their voting obligations, no vote of any shareholder other than the parties to the voting agreement will be required to approve the merger agreement, and the merger agreement will be approved at the special meeting.

Your vote is very important. The merger cannot be completed unless the merger agreement is approved by the affirmative vote of holders of a majority of the shares of common stock outstanding at the close of business

on the record date. Whether or not you plan to attend the special meeting, please complete, date, sign and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope, or submit your proxy by telephone or over the Internet. If you attend the special meeting and vote in person, your vote by ballot will revoke any proxy previously submitted. The failure to return your proxy or vote at the special meeting in person will have the same effect as a vote “AGAINST” the proposal to approve the merger agreement.

If your shares of common stock are held in “street name” by your bank, brokerage firm or other nominee, your bank, brokerage firm or other nominee will be unable to vote your shares of common stock without instructions from you. You should instruct your bank, brokerage firm or other nominee to vote your shares of common stock in accordance with the procedures provided by your bank, brokerage firm or other nominee. The failure to instruct your bank, brokerage firm or other nominee to vote your shares of common stock “FOR” the proposal to approve the merger agreement will have the same effect as voting “AGAINST” the proposal to approve the merger agreement.

The accompanying proxy statement provides you with detailed information about the special meeting and the merger agreement. A copy of the merger agreement is attached as Annex A to the proxy statement and a copy of the voting agreement is attached as Annex B to the proxy statement, and each is incorporated by reference therein. We encourage you to read the entire proxy statement and its annexes, including the merger agreement, carefully. You may also obtain additional information about the Company from documents we have filed with the Securities and Exchange Commission.

Thank you in advance for your cooperation and continued support.

Sincerely,

This proxy statement and a proxy card are first being mailed on or about             , 2018 to shareholders who owned shares of the common stock as of the close of business on             , 2018.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE MERGER, PASSED UPON THE MERITS OR FAIRNESS OF THE MERGER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE MERGER, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THE ACCOMPANYING PROXY STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

525 East Big Beaver Road, Suite 300

Troy, Michigan 48083

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To Be Held on             , 2018

To the Shareholders of Syntel, Inc.:

Notice is hereby given that a special meeting of the shareholders of Syntel, Inc., a Michigan corporation, which we refer to as the Company, we, us or our, will be held at             , Eastern Time, on             , 2018, at the Company’s executive offices, located at 525 East Big Beaver Road, Suite 300, Troy, Michigan 48083, which we refer to as the special meeting, for the following purposes:

The merger agreement and the merger, along with the other transactions that would be effected in connection with the merger, are described more fully in the attached proxy statement, and we urge you to read it carefully and in its entirety.

Approval of the merger agreement requires the affirmative vote of holders of a majority of the shares of common stock outstanding at the close of business on the record date. Approval of (i) the merger-related compensation and (ii) any proposal to adjourn the special meeting, if necessary or appropriate, including if there are not holders of a sufficient number of shares of common stock present or represented by proxy at the special meeting to constitute a quorum, each requires the affirmative vote of holders of a majority of the votes cast by the holders entitled to vote thereon at the special meeting.

In connection with the merger agreement, on July 20, 2018, directors Bharat Desai and Neerja Sethi, as well as certain of their affiliates, who collectively own approximately 51% of the Company’s outstanding common stock, entered into a voting agreement with Atos, which we refer to as the voting agreement. The voting agreement requires Mr. Desai, Ms. Sethi and their affiliates that are parties to the voting agreement to, among other things, vote their shares of common stock in favor of the proposal to approve the merger agreement and certain related matters, as applicable, and against alternative transactions. However, if the Board changes its recommendation to approve the merger agreement or if the merger agreement is terminated, in each case in accordance with the terms set forth in the merger agreement, including in respect of the Company entering into a superior proposal, as described herein, all shareholders party to the voting agreement will immediately and automatically be relieved

of their obligation to approve the merger agreement and all other voting obligations under the voting agreement. Accordingly, if the shareholders party to the voting agreement are not relieved of their voting obligations, no vote of any shareholder other than the parties to the voting agreement will be required to approve the merger agreement, and the merger agreement will be approved at the special meeting.

The Company’s board of directors, which we refer to as the Board, has unanimously determined that the merger agreement, the merger and the other transactions contemplated by the merger agreement are fair to, and in the best interests of, the Company and its shareholders and has unanimously adopted, authorized, approved and declared advisable the merger agreement, the merger and the other transactions contemplated by the merger agreement. The Board made its determination based in part on the recommendation of a special committee of the Board and after consultation with its legal and financial advisors and in part after consideration of a number of other factors as described in the accompanying proxy statement. The Board recommends that you vote “FOR” the proposal to approve the merger agreement, “FOR” the proposal to approve, by a non-binding advisory vote, the merger-related compensation and “FOR” any proposal to adjourn the special meeting, if necessary or appropriate, including if there are not holders of a sufficient number of shares of common stock present or represented by proxy at the special meeting to constitute a quorum at the special meeting.

Your vote is very important, regardless of the number of shares of common stock of the Company you own. The merger cannot be completed unless the merger agreement is approved by the affirmative vote of holders of a majority of the shares of common stock outstanding at the close of business on the record date. Even if you plan to attend the special meeting in person, we request that you complete, sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or submit your proxy by telephone or over the Internet prior to the special meeting to ensure that your shares of common stock will be represented at the special meeting if you are unable to attend. If you fail to return your proxy card or fail to submit your proxy by phone or over the Internet, it will have the same effect as a vote “AGAINST” the proposal to approve the merger agreement. If you are a shareholder of record, voting in person at the special meeting will revoke any proxy previously submitted. If you hold your shares of common stock through a bank, brokerage firm or other nominee, you should follow the procedures provided by your banker, brokerage firm or other nominee in order to vote.

The Board has fixed the close of business on                 , 2018, as the record date for determination of shareholders entitled to notice of, and to vote at, the special meeting and any adjournments or postponements thereof. Only shareholders of record at the close of business on the record date are entitled to notice of, and to vote (in person or by proxy) at, the special meeting and at any adjournment or postponement thereof. You will be entitled to one vote for each share of common stock that you owned on the record date. A complete list of our shareholders of record entitled to vote at the special meeting will be available at the special meeting for inspection by any shareholder present at the special meeting.

Shareholders whose shares are registered directly with Syntel’s transfer agent are considered, with respect to those shares, to be the shareholder of record. Syntel has engaged Broadridge Financial Solutions, Inc., which we refer to as Broadridge, to send this notice of special meeting, the proxy statement and the proxy card directly to shareholders of record. Shareholders of record have the right to vote online, vote by telephone, submit a proxy directly to Broadridge, or to vote in person at the special meeting. Shareholders whose shares are held in a brokerage account, or by another nominee, are considered the beneficial owners of shares held in “street name.” Materials for those shareholders are being forwarded to beneficial owners, together with a voting instruction card. Beneficial owners have the right to direct their bank, brokerage firm or other nominee as to how to vote and also are invited to attend the special meeting. Since a beneficial owner is not the shareholder of record, he or she may not vote those shares in person at the special meeting without a proxy from the bank, brokerage firm or other nominee that holds the shares, giving the beneficial owner the right to vote the shares at the meeting.

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN, AS PROMPTLY AS POSSIBLE, THE ENCLOSED PROXY CARD IN THE ACCOMPANYING PREPAID REPLY ENVELOPE, OR SUBMIT YOUR PROXY BY TELEPHONE OR OVER THE INTERNET. IF YOU WILL ATTEND THE SPECIAL MEETING AND

VOTE IN PERSON, YOUR VOTE BY BALLOT WILL REVOKE ANY PROXY PREVIOUSLY SUBMITTED. IF YOU HOLD YOUR SHARES OF COMMON STOCK THROUGH A BANK, BROKERAGE FIRM OR OTHER NOMINEE, YOU SHOULD FOLLOW THE PROCEDURES PROVIDED BY YOUR BANK, BROKERAGE FIRM OR OTHER NOMINEE IN ORDER TO VOTE.

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

The following questions and answers are intended to briefly address some commonly asked questions regarding the merger, the merger agreement and the special meeting. These questions and answers may not address all questions that may be important to you as a Company shareholder. Please refer to the “Summary” beginning on page [●] and the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to in this proxy statement, which you should read carefully and in their entirety. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions under “Where You Can Find More Information” beginning on page [●].

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The voting agreement requires Mr. Desai an Ms. Sethi, as well as certain of their affiliates, who collectively own approximately 51% of the Company’s outstanding common stock, to, among other things, vote their shares of common stock in favor of the proposal to approve the merger agreement and certain related matters, as applicable, and against alternative transactions. However, if the Board changes its recommendation to approve the merger agreement or if the merger agreement is terminated, in each case in accordance with the terms set forth in the merger agreement, including in respect of the Company entering into a superior proposal, as described herein, all shareholders party to the voting agreement will immediately and automatically be relieved of their obligation to approve the merger agreement and all other voting obligations under the voting agreement. Accordingly, if the shareholders party to the voting agreement are not relieved of their voting obligations, no vote of any shareholder other than the parties to the voting agreement will be required to approve the merger agreement, and the merger agreement will be approved at the special meeting.

Under certain circumstances, upon termination of the merger agreement, we may be obligated to pay to Atos a termination fee of $111.5 million. More information can be found in the section titled “The Merger Agreement—Termination Fees” beginning on page [●].

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Consummation of the merger is not subject to any financing condition.

The voting agreement requires Mr. Desai, Ms. Sethi and their affiliates that are parties to the voting agreement, who collectively own approximately 51% of the Company’s outstanding common stock, to, among other things, vote their shares of common stock in favor of the proposal to approve the merger agreement and certain related matters, as applicable, and against alternative transactions. However, if the Board changes its recommendation to approve the merger agreement or if the merger agreement is terminated, in

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each case in accordance with the terms set forth in the merger agreement, including in respect of the Company entering into a superior proposal, as described herein, all shareholders party to the voting agreement will immediately and automatically be relieved of their obligation to approve the merger agreement and all other voting obligations under the voting agreement. Accordingly, if the shareholders party to the obligation to approve the merger agreement and all other voting agreement are not relieved of their voting obligations, no vote of any shareholder other than the parties to the voting agreement will be required to approve the merger agreement, and the merger agreement will be approved at the special meeting.

Abstentions and broker non-votes will have no effect on the outcome of the vote.

Beneficial Owner of Shares Held in “Street Name.” If your shares of common stock are held by your bank, brokerage firm or other nominee, you are considered the beneficial owner of shares held in “street name,” and your bank, brokerage firm or other nominee, or their intermediary, is considered the shareholder of record with respect to those shares. Your bank, brokerage firm or other nominee should send you, as the beneficial owner, a package describing the procedure for voting your shares of common stock. You should follow the instructions provided by them to vote your shares of common stock. You may not vote these shares of common stock in person at the special meeting unless you obtain a “legal proxy” from your bank, brokerage firm or other nominee that holds your shares of common stock, giving you the right to vote the shares of common stock at the special meeting.

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Q. Who can vote at the special meeting?

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Beneficial Owner. If you are a beneficial owner, please refer to the instructions provided by your bank, brokerage firm or other nominee to see which of the above choices are available to you. Please note that if you are a beneficial owner and wish to vote in person at the special meeting, you must provide a legal proxy from your bank, brokerage firm or other nominee at the special meeting. To attend the special meeting in person (regardless of whether you intend to vote your shares in person at the special meeting), you must bring with you to the special meeting a valid photo identification and proof of your beneficial ownership. For more information, see the instructions under “The Special Meeting—Attendance” beginning on page [●] of this proxy statement.

IT IS IMPORTANT THAT YOU PROMPTLY VOTE YOUR SHARES OF COMMON STOCK. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN, AS PROMPTLY AS POSSIBLE, THE ENCLOSED PROXY CARD IN THE ACCOMPANYING PREPAID REPLY ENVELOPE, OR SUBMIT YOUR PROXY BY TELEPHONE OR OVER THE INTERNET. SHAREHOLDERS WHO ATTEND THE SPECIAL MEETING MAY REVOKE THEIR PROXIES BY VOTING IN PERSON.

If you hold shares in “street name,” you should contact the intermediary for instructions on how to change your vote.

If you own shares that are registered in your own name and return a signed proxy card or grant a proxy via the Internet or by telephone, but do not indicate how you wish your shares to be voted, the shares represented by your properly signed proxy will be voted “FOR” the proposal to approve the merger agreement, “FOR” the proposal to approve, by a non-binding advisory vote, certain compensation arrangements for the Company’s named executive officers in connection with the merger and “FOR” any proposal to adjourn the special meeting, if necessary or appropriate, including if there are not holders of a sufficient number of shares of common stock present or represented by proxy at the special meeting to constitute a quorum.

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For the proposals to approve certain compensation arrangements for the Company’s named executive officers in connection with the merger and to adjourn the meeting, if necessary or appropriate, each of the “FOR,” “AGAINST” or “ABSTAIN” categories will be tabulated separately. Abstentions and broker non-votes will have no effect on the outcome of the vote.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act, as amended, and are subject to the safe harbor created thereby under the Private Securities Litigation Reform Act of 1995.

These statements are based on management’s current expectations or beliefs and on currently available competitive, financial and economic data and are subject to uncertainty and changes in circumstances. Actual results may vary materially from those expressed or implied by the forward-looking statements herein due to changes in economic, business, competitive, technological and/or regulatory factors, and other risks and uncertainties affecting the operation of the business of the Company, including many factors beyond our control. These risks and uncertainties include, but are not limited to, those associated with:

The forward-looking statements speak only as of the date such statements are made. The Company is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements, whether as a result of new information, future events, changes in assumptions or otherwise, except as required by applicable law.

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For a discussion of the various factors that may cause actual plans implemented and actual results achieved to differ materially from those set forth in the forward-looking statements, please refer to the risk factors and other disclosures contained in the Company’s Form 10-K for the fiscal year ended December 31, 2017, filed with the SEC, on February 26, 2018, Form 10-Q for the quarterly period ended June 30, 2018, filed with the SEC on August 1, 2018, and other filings made with the SEC after the date thereof. See the section titled “Where You Can Find More Information” for additional information.

The cautionary statements referred to above also should be considered in connection with any subsequent written or oral forward-looking statements that may be issued by the Company or persons acting on the Company’s behalf. The Company undertakes no obligation to publicly update or revise any forward-looking statements for any facts, events or circumstances after the date hereof that may bear upon forward-looking statements except as required by law. Furthermore, the Company cannot guarantee future results, events, levels of activity, performance or achievements.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this document or, in the case of documents referred to or incorporated by reference, the dates of those documents.

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PARTIES TO THE MERGER

Syntel, Inc.

The Company is a Michigan corporation (NASDAQ: SYNT) and a leading global provider of integrated information technology and knowledge process services. Syntel helps global enterprises evolve the core by leveraging automation, scaled agile and cloud platforms to build efficient application development and management, testing and infrastructure solutions. The Company’s digital services enable companies to engage customers, discover new insights through analytics, and create a more connected enterprise through the internet of things. The Company’s “Customer for Life” philosophy builds collaborative partnerships and creates long-term client value by investing in intellectual property, solutions and industry-focused delivery teams with deep domain knowledge.

For more information about the Company and its subsidiaries, visit the Company’s website at https://www.syntelinc.com. Our website address is provided as an inactive textual reference only. The information contained on our website is not incorporated into, and does not form a part of, this proxy statement or any other report or document on file with or furnished to the SEC. See also “Where You Can Find More Information” beginning on page [●].

The Company’s common stock is listed on NASDAQ under the symbol “SYNT.” The principal executive offices of the Company are located at 525 East Big Beaver Road, Suite 300, Troy, Michigan 48083 and its telephone number is (248) 619-2800.

Atos S.E.

Atos is a société européenne (European company) organized under the laws of France. The principal business of Atos is the provision of information technology and digital services, including high-tech transactional services, consulting, cybersecurity services, high performance computing, systems integration and managed services.

The principal executive offices of Atos are located at River Ouest, 80 quai Voltaire, 95877 Bezons cedex—France, and its telephone number is +33 1 73 26 00 00.

Green Merger Sub Inc.

Merger Sub is a Michigan corporation. Merger Sub is an indirect wholly owned subsidiary of Atos and was formed solely for the purpose of engaging in the merger and other related transactions. Merger Sub has not engaged in any business other than in connection with the merger and other related transactions. Upon the completion of the merger, Merger Sub will cease to exist and the Company will continue as the surviving corporation.

The principal executive offices of Merger Sub are located at 4851 Regent Boulevard, Irving, Texas 75063, and its telephone number is +33 1 73 26 00 00.

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THE SPECIAL MEETING

Date, Time and Place of the Special Meeting

This proxy statement is being furnished to shareholders as part of the solicitation of proxies by the Board for use at the special meeting to be held on                     , 2018 at                     , Eastern Time, at the Company’s executive offices, located at 525 East Big Beaver Road, Suite 300, Troy, Michigan 48083, or at any postponement or adjournment thereof.

Purpose of the Special Meeting

At the special meeting, shareholders will be asked to:

The Board recommends that you vote “FOR” each of the above proposals.

Our shareholders must approve the merger agreement in order for the merger to occur. If our shareholders fail to approve the merger agreement, the merger will not occur. The voting agreement requires Mr. Desai, Ms. Sethi and their affiliates that are parties to the voting agreement, who collectively own approximately 51% of the Company’s outstanding common stock, to, among other things, vote their shares of common stock in favor of the proposal to approve the merger agreement and certain related matters, as applicable, and against alternative transactions. However, if the Board changes its recommendation to approve the merger agreement or if the merger agreement is terminated, in each case in accordance with the terms set forth in the merger agreement, including in respect of the Company entering into a superior proposal, as described herein, all shareholders party to the voting agreement will immediately and automatically be relieved of their obligation to approve the merger agreement and all other voting obligations under the voting agreement. Accordingly, if the shareholders party to the voting agreement are not relieved of their voting obligations, no vote of any shareholder other than the parties to the voting agreement will be required to approve the merger agreement, and the merger agreement will be approved at the special meeting.

A copy of the merger agreement is attached as Annex A to this proxy statement and a copy of the voting agreement is attached as Annex B, and each is incorporated herein by reference, which we encourage you to read carefully and in its entirety.

Record Date and Quorum

You are entitled to receive notice of, and to vote at, the special meeting if you own shares of common stock at the close of business on                     , 2018, the record date for the special meeting. You will be entitled to one vote for each share of common stock that you owned on the record date. As of the close of business on the record date, there were          shares of common stock outstanding and entitled to vote at the special meeting, held by          holders of record.

The shareholders present at the special meeting in person or by proxy who, as of the record date for the special meeting, were holders of a majority of the outstanding shares of the Company’s common stock entitled to vote at the special meeting will constitute a quorum. Abstentions and broker non-votes are counted as present for the purpose of determining whether a quorum is present.

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Attendance

Only shareholders of record, their duly authorized proxy holders and beneficial shareholders with proof of ownership as of the record date may attend the special meeting. To attend the special meeting in person (regardless of whether you intend to vote your shares in person at the special meeting), you must bring with you to the special meeting a valid photo identification and, if you are a beneficial owner, proof of your beneficial ownership.

Attendees will not be permitted to bring food or beverages, cameras, camera phones, cell phones, recording equipment, electronic devices, computers, large bags, briefcases, weapons (including any item we may deem to be a weapon in our sole discretion) or packages into the meeting. If you bring any of these prohibited items to the meeting, you will be required to leave them outside the meeting room until the meeting has concluded. Furthermore, no weapons are permitted anywhere on our property, including in your vehicle if it is parked on our property.

Vote Required

Approval of the merger agreement requires the affirmative vote of holders of a majority of the shares of common stock outstanding at the close of business on the record date. For the proposal to approve the merger agreement, you may vote “FOR,” “AGAINST” or “ABSTAIN.” Abstentions will not be counted as votes cast in favor of the proposal to approve the merger agreement, but will count for the purpose of determining whether a quorum is present. If you fail to submit a proxy or to vote in person at the special meeting, or abstain, it will have the same effect as a vote “AGAINST” the proposal to approve the merger agreement.

If your shares of common stock are registered directly in your name with our transfer agent, you are considered, with respect to those shares of common stock, the “shareholder of record.” This proxy statement and proxy card have been sent directly to you by the Company.

If your shares of common stock are held through a bank, brokerage firm or other nominee, you are considered the “beneficial owner” of shares of common stock held in “street name.” In that case, this proxy statement has been forwarded to you by your bank, brokerage firm or other nominee who is considered, with respect to those shares of common stock, the shareholder of record. As the beneficial owner, you have the right to direct your bank, brokerage firm or other nominee how to vote your shares by following their instructions for voting.

Banks, brokerage firms or other nominees who hold shares in “street name” for customers generally have the authority to vote on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokerage firms and other nominees are precluded from exercising their voting discretion with respect to approving non-routine matters such as the proposal to approve the merger agreement and, as a result, absent specific instructions from the beneficial owner of such shares of common stock, banks, brokerage firms or other nominees are not empowered to vote those shares of common stock on non-routine matters. These broker non-votes will be counted for purposes of determining a quorum, and will have the same effect as a vote “AGAINST” the proposal to approve the merger agreement.

The proposal to approve, by a non-binding advisory vote, the merger-related compensation requires the affirmative vote of holders of a majority of the votes cast by the holders entitled to vote thereon at the special meeting. For this proposal, you may vote “FOR,” “AGAINST” or “ABSTAIN.” Abstentions and broker non-votes will have no effect on the outcome of the vote.

Any proposal to adjourn the special meeting, if necessary or appropriate, including if there are not holders of a sufficient number of shares of common stock present or represented by proxy at the special meeting to constitute a quorum, requires the affirmative vote of holders of a majority of the votes cast by the holders entitled to vote thereon at the special meeting. For this proposal, you may vote “FOR,” “AGAINST” or “ABSTAIN.” Abstentions and broker non-votes will have no effect on the outcome of the vote.

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If you are a shareholder of record, you may have your shares of common stock voted on matters presented at the special meeting in any of the following ways:

If you are a beneficial owner, you should receive instructions from your bank, brokerage firm or other nominee that you must follow in order to have your shares of common stock voted. Those instructions will identify which of the above choices are available to you in order to have your shares voted. Please note that if you are a beneficial owner and wish to vote in person at the special meeting, you must provide a legal proxy from your bank, brokerage firm or other nominee at the special meeting.

Please refer to the instructions on your proxy or voting instruction card to determine the deadlines for voting over the Internet or by telephone. If you choose to submit a proxy by mailing a proxy card, your proxy card should be mailed in the accompanying prepaid reply envelope, and your proxy card must be filed with our Corporate Secretary by the time the special meeting begins. Please do not send in your stock certificates with your proxy card. When the merger is completed, a separate letter of transmittal will be mailed to you that will enable you to receive the per share merger consideration in exchange for your stock certificates.

If you vote by proxy, regardless of the method you choose to vote, the individuals named on the enclosed proxy card, and each of them, with full power of substitution, will vote your shares of common stock in the way that you indicate. When completing the Internet or telephone processes or the proxy card, you may specify whether your shares of common stock should be voted for or against or to abstain from voting on all, some or none of the specific items of business to come before the special meeting.

If you properly sign your proxy card but do not mark the boxes showing how your shares of common stock should be voted on a matter, the shares of common stock represented by your properly signed proxy will be voted “FOR” the proposal to approve the merger agreement, “FOR” the proposal to approve, by a non-binding advisory vote, the merger-related compensation and “FOR” any proposal to adjourn the special meeting, if necessary or appropriate, including if there are not holders of a sufficient number of shares of our common stock, present or represented by proxy at the special meeting to constitute a quorum.

IT IS IMPORTANT THAT YOU PROMPTLY VOTE YOUR SHARES OF COMMON STOCK. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN, AS PROMPTLY AS POSSIBLE, THE ENCLOSED PROXY CARD IN THE ACCOMPANYING PREPAID REPLY ENVELOPE, OR SUBMIT YOUR PROXY BY TELEPHONE OR THE INTERNET. SHAREHOLDERS WHO ATTEND THE SPECIAL MEETING MAY REVOKE THEIR PROXIES BY VOTING IN PERSON.

As of the record date, the directors and executive officers of the Company beneficially owned and were entitled to vote, in the aggregate,              shares of common stock (not including any shares of common stock deliverable upon exercise of any Company RSU), representing approximately              percent of the outstanding shares of common stock as of the record date.

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The voting agreement requires Mr. Desai, Ms. Sethi and their affiliates that are parties to the voting agreement, who collectively own approximately 51% of the Company’s outstanding common stock, to, among other things, vote their shares of common stock in favor of the proposal to approve the merger agreement and certain related matters, as applicable, and against alternative transactions. However, if the Board changes its recommendation to approve the merger agreement or if the merger agreement is terminated, in each case in accordance with the terms set forth in the merger agreement, including in respect of the Company entering into a superior proposal, as described herein, all shareholders party to the voting agreement will immediately and automatically be relieved of their obligation to approve the merger agreement and all other voting obligations under the voting agreement. Accordingly, if the shareholders party to the voting agreement are not relieved of their voting obligations, no vote of any shareholder other than the parties to the voting agreement will be required to approve the merger agreement, and the merger agreement will be approved at the special meeting.

Proxies and Revocation

Any shareholder of record entitled to vote at the special meeting may submit a proxy by telephone, over the Internet or by returning the enclosed proxy card in the accompanying prepaid reply envelope, or may vote in person by appearing at the special meeting. If your shares of common stock are held in “street name” through a bank, brokerage firm or other nominee, you should instruct your bank, brokerage firm or other nominee on how to vote your shares of common stock using the instructions provided by your bank, brokerage firm or other nominee. If you fail to submit a proxy or to vote in person at the special meeting, or do not provide your bank, brokerage firm or other nominee with instructions, as applicable, your shares of common stock will not be voted on the proposal to approve the merger agreement, which will have the same effect as a vote “AGAINST” the proposal to approve the merger agreement, and your shares of common stock will not be counted in respect of, and will not have an effect on, the proposal to approve, by a non-binding advisory vote, certain compensation arrangements for the Company’s named executive officers in connection with the merger or any proposal to adjourn the special meeting, if necessary or appropriate, including if there are not holders of a sufficient number of shares of our common stock, present or represented by proxy at the special meeting to constitute a quorum.

A proxy may be revoked by a shareholder of record at any time prior to the vote at the special meeting by (i) delivering a written notice of revocation to our Corporate Secretary at c/o Syntel, Inc., 525 East Big Beaver Road, Suite 300, Troy, Michigan 48083, (ii) subsequently submitting a duly executed proxy bearing a later date than that of the previously submitted proxy (including by submission over the telephone or Internet) or (iii) attending the special meeting and voting in person. Attending the special meeting without voting will not revoke your previously submitted proxy. If your shares of common stock are held in “street name” through a bank, brokerage firm or other nominee, you should contact your bank, brokerage firm or other nominee with questions about how to change or revoke your voting instructions.

Adjournments

Under the merger agreement, we may not postpone or adjourn the special meeting except if (i) as of the time for which the special meeting is originally scheduled, there are insufficient shares of common stock represented, either in person or by proxy, in order to establish a quorum or to obtain shareholder approval of the merger agreement or (ii) the Board has determined in good faith (after consultation with outside legal counsel) that it is necessary under applicable law to file and/or mail any supplement or amendment to this proxy statement to be disseminated and reviewed by our shareholders prior to the special meeting. In each case of (i) and (ii), the Company may, or if Atos so requests, will, postpone, recess or adjourn or make one or more successive postponements, recesses or adjournments of, the special meeting as long as the date of the special meeting is not postponed, recessed or adjourned more than 10 days in connection with any one postponement, recess or adjournment or more than an aggregate of 20 days from the original date of the special meeting. Additionally, under the merger agreement, within five business days prior to the original date of the special meeting or any date that the special meeting is then scheduled to be held, if the Company delivers a notice of an intent to change the Board recommendation, Atos may direct the Company to postpone, recess or adjourn the special meeting for

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up to 10 business days and the Company will as promptly as practicable thereafter postpone, recess or adjourn the special meeting in accordance with Atos’ direction.

Anticipated Date of Completion of the Merger

We are working towards completing the merger as soon as possible. Assuming receipt of required regulatory approvals and timely satisfaction or waiver of other closing conditions, including the approval by our shareholders of the merger agreement, we anticipate that the merger will be completed by the end of 2018. If our shareholders vote to approve the merger agreement, the merger will become effective as promptly as practicable following the satisfaction or waiver of the other conditions to the merger, subject to the terms of the merger agreement. See “The Merger—Closing and Effective Time of the Merger” beginning on page [●].

No Appraisal Rights

Under Section 762(2) of the MBCA, as well as the governing documents of the Company, shareholders are not entitled to exercise dissenters’, appraisal or similar rights in connection with the merger.

Solicitation of Proxies; Payment of Solicitation Expenses

The Board is soliciting your proxy, and the Company will bear the cost of this solicitation of proxies. This includes the charges and expenses of brokerage firms and others for forwarding solicitation material to beneficial owners of the outstanding common stock.

Questions and Additional Information

If you have more questions about the merger or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please contact the Corporate Secretary at Daniel_Moore@Syntelinc.com.

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THE MERGER (PROPOSAL 1)

This discussion of the merger is qualified in its entirety by reference to the merger agreement, which is attached to this proxy statement as Annex A and incorporated herein by reference. You should read the entire merger agreement carefully as it is the legal document that governs the merger.

The merger agreement provides that Merger Sub will merge with and into the Company and the Company will be the surviving corporation. As a result of the merger, the Company will cease to be a publicly traded company and will become an indirect wholly owned subsidiary of Atos.

Merger Consideration

In the merger, each share, other than (i) the shares owned by Atos, Merger Sub or the Company (and in each case not held on behalf of third parties) and (ii) shares held by any direct or indirect wholly owned subsidiary of the Company or Atos (other than Merger Sub), will be converted into the right to receive cash in the amount of $41.00 per share, without interest, less any required withholding taxes. At the effective time, (i) each share owned by Atos, Merger Sub or the Company (in each case not held on behalf of third parties) will be canceled and will cease to exist, and no consideration will be payable for such shares and (ii) each share held by a direct or indirect wholly owned subsidiary of the Company or Atos (other than Merger Sub) will be converted into a number of shares of common stock of the surviving corporation so as to preserve such entity’s relative ownership percentage in the Company.

Background of the Merger

The Board and management regularly review the Company’s short- and long-term business prospects and evaluate ways to maximize both short and long-term shareholder value, as well as evaluating the risks associated with the Company’s business model.

On February 2, 2018, Mr. Bharat Desai, the co-founder and co-chairman of the Company, received an unsolicited e-mail from Mr. Charles Dehelly, the special advisor to the chairman and chief executive officer of Atos, inquiring as to whether the Company would be interested in engaging in potential strategic discussions with Atos. Following email exchanges through mid-February to schedule a call, Messrs. Dehelly, and Elie Girard, the chief financial officer of Atos, called Mr. Desai on February 16, 2018, during which call Messrs. Dehelly and Girard informed Mr. Desai of Atos’ potential interest in a strategic transaction with the Company, although no specific proposal was made on that call. Following the call with Atos, Mr. Desai called Paritosh Choksi, the Company’s lead director, to inform him of the substance of the call from Atos.

On February 26, 2018, at a regular meeting of the Board, the directors discussed the Company’s short and long-term business prospects, taking into account industry trends, and received a market update on the information technology industry and market trends across different geographies from an expert in the industry. Seeking to obtain an outside perspective on the Company’s strategic options and given the possibility of receiving a specific indication of interest in acquiring the Company, the Board tasked three independent directors, Paritosh Choksi, Rex Schlaybaugh and Rajesh Mashruwala, with gathering information from external experts and talking to investment bankers who would help the Company understand its strategic options.

On March 2, 2018, Messrs. Dehelly and Girard called Mr. Desai and expressed Atos’s interest in acquiring all of the outstanding common stock of the Company at a price of approximately $30.00 per share. This price represented an approximately 9.8% premium to the $27.31 per share closing price of the Company’s common stock on March 2, 2018. Also on March 2, 2018, Mr. Desai received a telephone call from an investment banker who informed Mr. Desai that another strategic party engaged in the information technology services industry, which we refer to as Party A, expressed interest in the Company and that the chief executive officer of Party A asked to meet Mr. Desai to discuss the possibility of a transaction between the two companies.

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At a special meeting of the Board on March 3, 2018, Mr. Desai reported on the two separate indications of interest in acquiring the Company he had received. At that same special meeting of the Board, Mr. Choksi reported on preliminary discussions that he and Messrs. Mashruwala and Schlaybaugh had with two potential financial advisors regarding potential assistance to the Company in its review of possible strategic options. In light of the two separate indications of interest in pursuing a strategic transaction, the Board requested that Mr. Daniel Moore and Messrs. Choksi and Schlaybaugh take the lead in determining how to conduct a more in-depth review of the outlook for the Company’s business and evaluation of its strategic alternatives.

Thereafter, at a special meeting on March 8, 2018, the Board formed the special committee consisting of Messrs. Choksi, Mashruwala and Schlaybaugh, which we refer to as the Special Committee, to oversee the strategic review of the Company and authorized the Special Committee to (i) obtain such information, documents, plans and analyses the Special Committee considered necessary, advisable, desirable or appropriate to conduct the strategic review; (ii) engage financial and legal advisors to assist with the strategic review; (iii) determine whether a potential alternative was in the best interests of the Company and its shareholders and recommend to the Board what action, if any, should be taken by the Company with respect to any potential alternative; (iv) if the Board were to authorize the pursuit of an acquisition, a potential sale of all or any portion of the assets of the Company or its subsidiaries or a merger or other business combination involving the Company or its subsidiaries, initiate and participate in discussions with, or otherwise assist or facilitate proposals from, any parties regarding any such potential transaction and provide information regarding the Company and its subsidiaries to such parties; (v) review, evaluate, negotiate or reject any potential alternatives, including the negotiation of the terms and conditions of any related definitive agreement; (vi) following the adoption by the Board of one or more potential alternatives, if any, take any other actions contemplated or required by any such potential alternative to be taken by the Special Committee; and (vii) provide regular reports or recommendations to the Board in regard to the foregoing matters.

Between March 8, 2018 and March 15, 2018, the Special Committee appointed Mr. Choksi as chairman and communicated with four potential financial advisors. After evaluating the four potential financial advisors, including as to their independence with respect to acting for the Company, the Special Committee invited two potential financial advisors to make presentations to the Board with respect to the industry landscape and the strategic opportunities available to the Company and the associated implications for the Company at a Board meeting to be held on March 18, 2018.

On March 15, 2018, the Special Committee determined to engage Sullivan & Cromwell LLP, which we refer to as Sullivan & Cromwell, to serve as the outside legal advisor in connection with the strategic review undertaken by the Special Committee.

On March 18, 2018, the Board held a meeting at which representatives of Goldman Sachs & Co. LLC, which we refer to as Goldman Sachs, and another potential financial advisor each separately provided an overview of the industry and subindustries in which the Company operates and the various strategic options available to the Company, including staying the course, pursuing bolt-on transactions, mergers and acquisitions and a potential sale of the Company. The Board discussed the potential alternatives available to the Company and related challenges and potential opportunities. In discussion with Goldman Sachs, the Board and management discussed potential risks to the Company arising from a sale process, including potential leaks, the potential disclosure of competitively sensitive information to the Company’s competitors and the diversion of management resources. Following this meeting and after receiving input from the Board, the Special Committee determined to retain Goldman Sachs to serve as its financial advisor in connection with the Company’s review of strategic alternatives because Goldman Sachs is an internationally recognized investment banking firm that has substantial industry and transactional experience.

On April 2, 2018, the Special Committee entered into an engagement letter with Goldman Sachs to serve as its financial advisor in connection with the Company’s analysis and consideration of strategic alternatives.

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Between March 29, 2018 and April 6, 2018, Goldman Sachs and Sullivan & Cromwell prepared for an organizational meeting with the Special Committee by outlining the timeline and work streams necessary in order for the Special Committee to properly evaluate whether existing circumstances provided a good time to consider strategic alternatives for the Company, including a potential sale of the Company, and, if so, to determine the appropriate parties to contact under the circumstances and the process for doing so, including Atos and Party A.

On April 6, 2018, representatives of Goldman Sachs discussed with the Special Committee the Company’s strategic alternatives, including with respect to continuing to operate as a standalone company, incurring indebtedness to return capital to shareholders, making a strategic acquisition, or entering into a significant transaction, such as a merger or sale of all or substantially all assets of the Company. At that meeting, representatives of Goldman Sachs also reviewed preliminary financial analyses of the Company based on preliminary financial information provided by senior management of the Company in advance of the meeting and approved for Goldman Sachs’ use by the Special Committee. In addition to discussing Atos and Party A, representatives of Goldman Sachs and the Special Committee discussed another party, which we refer to as Party B, as a potential bidder for a strategic transaction with the Company. The Special Committee additionally reviewed an illustrative timeline for pursuing a limited process to assist the Special Committee in determining whether to pursue a sale of the Company that was prepared by Sullivan & Cromwell and Goldman Sachs.

On April 7, 2018, the Special Committee, with certain members of management of the Company, representatives of Goldman Sachs and Sullivan & Cromwell, discussed the Company’s five-year plan prepared by management of the Company. The Special Committee discussed, among other things, the risks and uncertainties of the Company’s remaining a standalone entity, likely future headwinds for companies operating in the industries in which the Company operates, including the potential need for greater scale to be able to compete effectively, the changing competitive dynamics in the industries in which it operates, and the risks and uncertainties relating to anticipated structural changes in the Company’s industry due to technological changes and geopolitical uncertainties.

On April 10, 2018, Mr. Desai, at the direction of the Special Committee, responded to a request to the Company from Party A and spoke with a representative of Party A, who expressed an interest in facilitating a meeting with the Company’s management and indicated that following a meeting, Party A could be in a position to formally express its interest in a potential transaction with the Company. On April 11, 2018, Mr. Desai updated the Special Committee, representatives of Goldman Sachs and Sullivan & Cromwell on the general interest of Party A as expressed during the April 10, 2018 call.

On April 16, 2018, the Special Committee held a meeting during which the Special Committee, Mr. Desai and representatives of Goldman Sachs and Sullivan & Cromwell further discussed the outreach from a representative of Party A and determined to defer any substantive response to Party A until the Special Committee and the Board determined the appropriate process relating to any potential strategic alternatives.

On April 22, 2018, the Board had a regularly scheduled meeting at which the Special Committee updated the Board as to its activities with respect to exploring potential strategic alternatives, following which the Board discussed the timeline, process and communications relating to a potential strategic transaction with the Company.

On April 27, 2018, the Board had a special meeting. At that meeting, representatives of Goldman Sachs reviewed their updated financial analyses of the Company, which was based on updated financial information provided by senior management of the Company in advance of the meeting and approved by the Special Committee and the Board. At that meeting, Goldman Sachs also reviewed strategic alternatives available to the Company. Among other things, the Board discussed with representatives of Goldman Sachs the relative merits of reaching out to both potential strategic and financial bidders. Following discussion, the Board, with input from Goldman Sachs, concluded that a financial bidder would be less likely under the circumstances to provide a compelling offer because a transaction with a financial bidder would not generate synergies or the returns that a

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financial bidder would require given the price per share at which the Board would be willing to consider a sale of the Company. After discussing this further, as well as the risks described above concerning potential leaks and the diversion of management resources associated with the process, the Special Committee and the Board determined to pursue a limited sale process and to have Goldman Sachs contact Atos, Party A and Party B to inform them about the process and invite them to enter into nondisclosure agreements with the Company and receive presentations from management of the Company.

Between April 30, 2018 and May 16, 2018, at the direction of the Special Committee, representatives of Goldman Sachs contacted Atos, Party A and Party B regarding the process and to invite them to participate in a management presentation. Following these communications, the Company executed non-disclosure agreements with Atos on May 3, 2018, with Party A on May 14, 2018 and with Party B on May 16, 2018. The non-disclosure agreements with Party A and Party B each contained a standstill provision having a duration of eighteen months and twelve months, respectively, which prohibited the interested parties from acquiring the Company or seeking a waiver of such standstill obligations through means other than negotiation with the Board. The standstill agreed to by Party A provided that it would “fall-away” in the event that the Company entered into a definitive agreement with respect to its acquisition by a third party.

On May 3, 2018, Atos communicated that it would be interested only in exclusive negotiations with the Company, outside of a bank-led process, and reiterated its interest in acquiring the Company at approximately $30.00 per share, representing an approximately 3.1% premium to the closing price of the Company’s common stock on such date. The Special Committee determined not to engage with Atos on that basis and did not respond to Atos.

On May 9, 2018, at the direction of the Special Committee, representatives of Goldman Sachs contacted representatives of three companies engaged in the information technology services industry, Party C, Party D and Party E, to inquire if any of them would be interested in a potential strategic transaction with the Company. On May 14, 2018, at the direction of the Special Committee, representatives of Goldman Sachs had additional separate conversations with Party C and Party D to provide an overview of the Company and determine whether either party would be interested in participating in the process. Neither the Company nor Goldman Sachs received any further indication of interest from Party C or Party D.

The Company held management presentations with Party A and Party B on May 17, 2018 and May 21, 2018, respectively, and asked for indications of interest by June 25, 2018.

On May 29, 2018, Atos contacted the Company to express its desire to reengage with the Company and the Company scheduled a management presentation with Atos for June 18, 2018. During this time, Atos continued to indicate that it would not be willing to participate in a process and would require exclusivity. The Special Committee made clear that it would contemplate granting exclusivity only in the event of a compelling offer.

On June 6, 2018, Party A stated that it could not see a path to provide a meaningful premium to the Company’s share price at its then current level. The Company’s share price on such date was approximately $32.00 per share, and Party A had originally expressed interest when the Company’s share price was approximately $25.00 per share.

The Company held a follow-up discussion with Party B on June 7, 2018 and responded to a request by Atos for additional information on June 22, 2018 to allow Atos and Party B to assess potential synergies that could be achieved through a potential transaction with each company in order to maximize the indications of interest to be received from Party B and Atos.

On June 15, 2018, Goldman Sachs received an email from a private equity investor, which we refer to as Party F, requesting to be included if the Company was engaged in a sale process. On June 20, 2018,

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representatives of Goldman Sachs held a client service meeting with Party E. During this meeting, representatives of Goldman Sachs provided an overview of the Company to determine whether Party E would be interested in participating in the sale process. Party E expressed at this meeting that it was not interested in participating in the process. On June 21, 2018, Party F called Goldman Sachs to inquire whether there was a process with respect to a potential transaction with the Company. On June 24, 2018, the Special Committee discussed with representatives of Goldman Sachs and Sullivan & Cromwell the expression of interest received from Party F, whether Party F would be likely to make a competitive offer and the risks associated with leaks if the process were opened up further. On June 25, 2018, at the direction of the Special Committee, representatives of Goldman Sachs communicated to Party F that they could not confirm whether a process with respect to the Company was underway, but that Party F should submit a written indication of interest if Party F wanted to explore a potential transaction. Neither the Company nor Goldman Sachs received from Party F any further indication of an interest in a transaction involving the Company.

Also on June 25, 2018, Party B submitted an initial indication of interest with an offer price between $32.00 and $37.00 per share, payable partly in cash and partly in Party B stock, representing from no premium up to an approximately 15.4% premium to the $32.05 per share closing price of the Company’s common stock on such date.

On June 29, 2018, following discussions with Goldman Sachs and Atos in which representatives of Goldman Sachs, at the direction of the Special Committee, reiterated the need for Atos’s offer to be materially above the Company’s stock price, Atos submitted a written indication of $40.00 per share and included a “highly confident” letter from BNP Paribas to demonstrate its ability to finance a transaction. Atos’s offer represented an approximately 24.6% premium above the $32.09 closing price of the Company’s common stock on June 29, 2018. Atos indicated that it would require that each of the Company’s two largest shareholders agree to vote all of the shares of common stock over which they had voting power in favor of the proposed merger with Atos and the Company agree to a “force-the-vote” provision in any definitive agreement, pursuant to which the Board would be required to submit the proposed merger to a vote of its shareholders regardless of any change in recommendation by the Board. Atos also requested an exclusivity period of two weeks following the Company’s acceptance of the proposal.

On June 30, 2018, at a meeting of the Special Committee, after carefully analyzing Atos’s proposal, considering the range previously submitted by Party B and consulting with representatives of Sullivan & Cromwell and Goldman Sachs, the Special Committee determined to respond to Atos’s proposal by offering to agree to exclusivity at a price of $42.00 per share, while making clear that the Company would proceed on that basis only if the Company and the founders both had customary fiduciary outs to enable the Company to accept any superior proposal and for the Board to change its recommendation. Mr. Choksi communicated the Special Committee’s position to Atos during a call on July 2, 2018.

On July 3, 2018, Atos affirmed its indication at $40.00 per share in a telephone conversation with Mr. Choksi and indicated that it might be willing to raise its offer by up to $2.00 per share to $42.00 per share if its diligence provided evidence of sufficient incremental and structural value for Atos, but it would not proceed unless it obtained exclusivity. Atos indicated it required an exclusivity period of five days to review due diligence information provided by the Company, during which time Atos would work in good faith to attempt to increase its offer, and, if the parties reached an agreement on price and certain other terms by such date, the exclusivity period would be extended by seven days during which the parties would use good faith efforts to negotiate the terms of definitive agreements. Atos also requested that the founding shareholders agree that only a portion of the shares subject to the voting agreement would be released from an obligation to vote for the merger if the Board changed its recommendation that the Company’s shareholders vote to approve the merger. On July 4, 2018, Mr. Desai, at the direction of the Special Committee, discussed Atos’ offer with Mr. Thierry Breton, the chairman and chief executive officer of Atos, who affirmed Atos’ offer and that Atos would work in good faith with the Company in evaluating incremental and structural value that would be realized by Atos upon consummation of a transaction between the two companies in order to potentially further increase its offer.

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On July 5, 2018, Sullivan & Cromwell sent an initial draft of the exclusivity agreement to Atos’ legal counsel, Weil Gotshal & Manges LLP, which we refer to as Weil. Over the next three days, the parties negotiated the exclusivity agreement based on three key issues: (i) whether the merger agreement would not include any “force-the-vote” provision, (ii) whether the merger agreement would provide the directors of the Company with customary “fiduciary-out” provisions and (iii) whether each of the Company’s two founding shareholders would enter into a voting agreement to vote at least 50.1% of the outstanding shares of common stock in favor of the proposed merger with Atos, and whether such voting agreement would be subject to customary “fiduciary-out” provisions that would release the founders from their voting obligations in the event the Board changed its recommendation in favor of the merger agreement or the merger agreement was terminated in accordance with its terms.

Prior to entering into exclusivity with Atos, representatives of Goldman Sachs, at the direction of the Special Committee, communicated to Party B that the Company was likely to enter into exclusivity with another party and encouraged Party B to increase its offer at that time. Party B requested further discussions with the Company but declined to increase its offer.

The Company then entered into the exclusivity agreement with Atos on July 8, 2018, which provided for a five-day period of exclusivity through July 12, 2018 and that if the parties mutually agreed to price and certain other deal protection terms, exclusivity would be extended until July 20, 2018. The exclusivity agreement prohibited Atos from discussing retention matters with any employee of the Company during the initial exclusivity period, provided that such discussions would be permitted upon extension of the exclusivity agreement so long as a person designated by the Special Committee participated in all such discussions.

On July 8, 2018, Mr. Girard communicated to Mr. Choksi that Atos would require a termination fee equal to 4% of the equity value of the Company be paid by the Company in certain circumstances in which the merger agreement is terminated, including in the event the Board changed its recommendation in favor of the merger or authorized the Company to enter into an alternative acquisition agreement with respect to a superior proposal. Mr. Choksi indicated that the Company would agree to a termination fee in the amount of 2% of the equity value of the Company, but was not prepared to agree to a 4% fee.

In connection with the execution of the exclusivity agreement with Atos, the Company granted Atos access to an online data room on July 8, 2018 so that Atos could conduct its diligence in order to be in a position to make its final offer by July 12, 2018 and execute a definitive agreement by July 20, 2018. On the same day, Sullivan & Cromwell sent Weil an initial draft of the merger agreement.

Additionally, on July 8, 2018, representatives of the Company, Sullivan & Cromwell, Goldman Sachs, Atos, Weil, Latham & Watkins LLP, Atos’s regulatory and CFIUS counsel, which we refer to as Latham, conducted due diligence calls. On July 9, 2018 and July 10, 2018, certain members of management of the Company and Atos, along with representatives of Goldman Sachs and Rothschild & Co., financial advisor to Atos, conducted in-person diligence meetings in London, England.

On July 12, 2018, Atos submitted a revised offer to acquire the Company for $41.00 per share, communicating that the offer constituted its best and final offer and would expire at 11:59 p.m. Eastern Time that same day. Atos formally requested an extension of exclusivity until July 20, 2018 to finalize negotiations of the draft merger agreement and complete its due diligence review and also stated that Atos would agree to a termination fee equal to 3.5% of the equity value of the Company in certain circumstances in which the merger agreement was terminated. Also on July 12, 2018, the Special Committee met to discuss the revised offer. Afterwards, Mr. Choksi sent an email to Mr. Girard expressing the Company’s disappointment that Atos’s revised offer was still less than $42.00 per share. However, Mr. Choksi informed Mr. Girard that the Board would be meeting on July 13, 2018 to discuss the latest proposal and that, in the meantime, the Company would respect the spirit of the exclusivity agreement until the end of business on July 13, 2018. Mr. Choksi also requested that Atos send a list of key issues outstanding in the draft merger agreement and a list of any other open transaction issues, which Atos provided on the morning of July 13, 2018.

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On July 13, 2018, the Company agreed to extend the first period of exclusivity with Atos until 11:59 p.m. Eastern Time that same day and, in return, Atos extended the validity of its revised offer until such time. Later on July 13, 2018, Mr. Girard and Mr. Choksi discussed Atos’s most recent proposal, in which Mr. Girard further described the $41.00 per share offer price as Atos’s best and final price, and the list of open items for negotiation provided by Atos. Also on July 13, 2018, the Board held a meeting at which representatives of Goldman Sachs and Sullivan & Cromwell were present. At this meeting, after receiving input from Goldman Sachs, the Board discussed the merits of Atos’s revised offer and the results of the process, including the fact that Party A exited the process and that the Board did not believe Party B would be able to match Atos’s offer. On the basis of the foregoing discussion, the Board determined to extend the exclusivity period with Atos until July 20, 2018, during which period the parties would continue to negotiate the terms of the merger agreement, including the amount of the termination fee.

Also on July 13, 2018, Weil sent to Sullivan & Cromwell (which was subsequently provided to Jones Day, counsel to the founding shareholders) an initial draft of the voting agreement with respect to approximately 50.1% of the outstanding shares of the Company’s common stock to be entered into concurrently with the execution of the merger agreement by Atos and the Company’s founding shareholders and certain of their affiliated entities.

Representatives of the Company, Atos and their respective advisors extensively negotiated and exchanged drafts of the merger agreement from July 14, 2018 through July 20, 2018, including with respect to, among other things, the amount of the termination fee (ultimately agreeing to a termination fee of 3.25%), the circumstances under which it would become payable, the level of efforts the Company and Atos would be required to use to obtain regulatory approvals and other matters. Concurrently, Atos, the founding shareholders, and their respective counsel negotiated and exchanged drafts of the voting agreement, which were always provided to the Special Committee’s counsel. On July 20, 2018, the Special Committee, together with members of management, and representatives of Sullivan & Cromwell and Goldman Sachs, met to discuss and review the draft merger agreement, the voting agreement, and related ancillary documents and to consider the proposed transaction. Representatives of Sullivan & Cromwell reviewed the fiduciary duties of the directors and the terms of the transaction documents. Representatives of Goldman Sachs reviewed with the Special Committee Goldman Sachs’ financial analyses of the consideration proposed in the transaction. The Special Committee and its advisors then engaged in a discussion of the proposed transaction, including, among other things, the risks and uncertainties of the Company’s remaining a standalone entity. Following discussion, the Special Committee unanimously determined that the merger was fair to, advisable and in the best interests of, the Company and its shareholders, and unanimously resolved to recommend that the Board determine the same, adopt the merger agreement, the merger and the other transactions contemplated by the merger agreement, and resolve to recommend that the shareholders of the Company approve the merger agreement.

Later on the evening of July 20, 2018, the full Board, together with members of management, and representatives of Sullivan & Cromwell and Goldman Sachs, met to discuss and review the draft definitive agreement and the voting agreement and to consider the proposed transaction. Representatives of Sullivan & Cromwell reviewed the fiduciary duties of the directors and the terms of the transaction documents. Representatives of Goldman Sachs then reviewed its financial analyses with respect to the proposed merger consideration and rendered an oral opinion, which was confirmed by delivery of a written opinion, dated July 20, 2018, to the effect that, as of such date, and based upon and subject to the factors, procedures, assumptions, qualifications and limitations set forth in its opinion, the cash consideration of $41.00 per share of common stock to be paid to the holders of common stock (other than Atos and its affiliates) pursuant to the merger agreement was fair from a financial point of view to such holders, which opinion is summarized in “—Opinion of Goldman Sachs & Co. LLC” beginning on page [●]. The Board also discussed the same types of risks and uncertainties facing the Company as a standalone entity as were addressed at the earlier meeting of the Special Committee. Following extensive discussion, the Board unanimously determined that the merger was fair to, advisable and in the best interests of, the Company and its shareholders, unanimously approved and adopted the definitive agreement, the merger and the other transactions contemplated by the definitive agreement and resolved to

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submit the definitive agreement to the Company’s shareholder to approve the definitive agreement and the transaction contemplated thereby.

Following the Board meeting, the parties executed the definitive merger agreement and Atos and the founders executed the voting agreement.

Reasons for the Merger; Recommendation of the Company’s Board of Directors

The Board has unanimously determined that the merger agreement, the merger and the other transactions contemplated by the merger agreement are fair to, and in the best interests of, the Company and its shareholders and adopted and declared advisable the merger agreement, the merger and the other transactions contemplated by the merger agreement, resolved that the merger agreement be submitted for consideration by the shareholders of the Company at a special meeting of shareholders and recommended that the shareholders of the Company vote to approve the merger agreement.

The Board unanimously recommends that you vote (1) “FOR” the proposal to approve the merger agreement; (2) “FOR” the non-binding, advisory proposal to approve compensation that will or may become payable to the Company’s named executive officers in connection with the merger; and (3) “FOR” approval of the proposal to adjourn the special meeting, if necessary or appropriate, including if there are not holders of a sufficient number of shares of common stock present or represented by proxy at the special meeting to constitute a quorum.

In the course of reaching its determination and recommendation, the Board consulted with and received the advice and assistance of its legal and financial advisors as well as the unanimous recommendation of the Special Committee. In recommending that shareholders vote in favor of approval of the merger agreement, the Board considered a number of factors, including the following (which factors are not necessarily presented in order of relative importance):

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In the course of reaching its recommendation, the Board also considered a variety of risks and potentially negative factors concerning the merger and the merger agreement, including the following:

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The above discussion of the information and factors considered by the Board is not intended to be exhaustive, but indicates the material matters considered. In reaching its determination and recommendation, the Board did not quantify, rank or assign any relative or specific weight to any of the foregoing factors, and individual members of the Board may have considered various factors differently. The Board did not undertake to make any specific determination as to whether any specific factor, or any particular aspect of any factor, supported or did not support its ultimate recommendation. Moreover, in considering the information and factors described above, individual members of the Board each applied his or her own personal business judgment to the process and may have given differing weights to differing factors. The Board based its unanimous recommendation on the totality of the information presented. The explanation of the factors and reasoning set forth above contain forward-looking statements that should be read in conjunction with the section of this proxy statement entitled “Cautionary Statements Regarding Forward-Looking Information.”

Certain Unaudited Company Forecasts

Although the Company historically has provided limited guidance in its earnings releases with respect to projected revenue and earnings per share for the completion of its then-current fiscal year, the Company does not, as a matter of course, publicly disclose long-term forecasts or projections as to future revenues, earnings or other results due to, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates. However, the Company is including in this proxy statement certain unaudited prospective financial information that was provided to Goldman Sachs, a portion of which was provided to Atos in connection with the proposed merger. Specifically, Syntel provided Goldman Sachs with unaudited prospective financial information, including revenue, revenue growth rate, gross margin percentage, EBITDA and net income for the years 2018 through 2023 that were prepared by management of Syntel and not for public disclosure. In June 2018, Syntel provided Atos with the projected revenue, revenue growth rate, gross margin percentage and EBITDA projections for 2018, 2019 and 2020 that were previously provided to Goldman Sachs.

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Subsequently, management updated the unaudited prospective financial information to reflect the Company’s improved second quarter performance, which we refer to as the Management Projections and which are set forth in the table below and provided the Management Projections to Goldman Sachs. On July 9, 2018, Company management communicated to Atos the updated 2018 revenue projection included in the Management Projections and informed Atos that the revenue growth rates following 2018 included in the Management Projections remained unchanged and that the gross margin percentages included in the Management Projections remained substantially the same. The Management Projections were also part of and included in the unaudited prospective financial information that was made available to the Board for purposes of evaluating the merger and to representatives of Goldman Sachs for purposes of rendering its fairness opinion and performing its related financial analyses, as described in “The Merger—Opinion of Goldman Sachs & Co. LLC”. The Management Projections were prepared by management in good faith based on management’s best available estimates, judgments and assumptions with respect to the Company’s future financial performance at the time they were prepared and speak only as of that time.

The summaries of the Management Projections are not included in this proxy statement to induce any shareholder of the Company to vote in favor of the approval of the merger agreement or any other proposals to be voted on at the special meeting. The inclusion of the Management Projections should not be regarded as an indication that the Company, the Board or Goldman Sachs considered, or now considers, the Management Projections to be a reliable prediction of future results or to support or fail to support your decision whether to vote for or against the proposal to approve the merger agreement. No person has made or makes any representation or warranty to any person, including any shareholder of the Company, regarding the information included in the Management Projections.

The Management Projections were prepared by the Company’s management in July 2018 based on certain assumptions that management then believed to be potentially achievable. While the Management Projections were prepared in good faith by management, no assurance can be made regarding future events and actual results may be significantly higher or lower than forecasted by the Management Projections. The Management Projections also reflect assumptions as of their respective time of preparation as to certain business decisions that are subject to change. Although presented with numerical specificity, the Management Projections are based upon a variety of estimates and numerous assumptions made by management with respect to, among other matters, incremental sales growth, operational cost savings, industry performance, general domestic and international business, economic, tax, regulatory, geopolitical, market and financial conditions and other matters, including with respect to interest rates, exchange rates and the factors described in “Cautionary Statement Regarding Forward-Looking Statements,” many of which are difficult to predict, are subject to significant economic and competitive uncertainties, and are beyond the Company’s control. The Management Projections also assume that the Company would continue to operate as a standalone company and do not reflect any impact of the merger. Furthermore, the Management Projections do not take into account any failure of the merger to be completed and should not be viewed as reflective of management’s expectations under those circumstances. In addition, because the Management Projections cover multiple years, such information by its nature becomes less reliable with each successive year. As a result, there can be no assurance that the estimates and assumptions made in preparing the Management Projections will prove accurate, that the projected results will be realized or that actual results will not be significantly higher or lower than projected results. The Management Projections cannot, therefore, be considered a guaranty of future operating results, and this information should not be relied on as such.

Except to the extent required by law, the Company does not intend to update or otherwise revise the Management Projections to reflect circumstances existing after the date they were prepared or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying such prospective financial information are no longer appropriate.

The Management Projections were not prepared with a view toward public disclosure, soliciting proxies or complying with U.S. Generally Accepted Accounting Principles, which we refer to as GAAP, the published

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guidelines of the SEC regarding financial projections and forecasts or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial projections and forecasts. Neither the Company’s independent registered public accounting firm nor any other independent registered public accounting firm has examined, compiled or otherwise performed any procedures with respect to the prospective financial information contained in the Management Projections and, accordingly, neither the Company’s independent registered public accounting firm nor any other independent registered public accounting firm has expressed any opinion or given any other form of assurance on such information or its achievability, and assumes no responsibility for, and disclaims any association with, the prospective financial information.

The Management Projections include “non-GAAP financial measures,” which are financial measures that are not calculated in accordance with GAAP. These non-GAAP financial measures should not be viewed as a substitute for GAAP financial measures and may be different from non-GAAP financial measures used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures because they exclude items, including charges and credits, that are required to be included in a GAAP presentation.

The following table summarizes the Management Projections:

Opinion of Goldman Sachs & Co. LLC

Goldman Sachs rendered its opinion that, as of July 20, 2018 and based upon and subject to the factors and assumptions set forth therein, the per share merger consideration to be paid to the holders (other than Atos and its affiliates) of the outstanding shares of the Company’s common stock pursuant to the merger agreement was fair from a financial point of view to such holders.

The full text of the written opinion of Goldman Sachs, dated July 20, 2018, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex C. Goldman Sachs provided advisory services and its opinion for the information and assistance of the Special Committee in connection with the consideration of the merger. The Goldman Sachs opinion is not a recommendation as to how any holder of the Company’s common stock should vote with respect to the merger, or any other matter.

In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

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Goldman Sachs also held discussions with members of the senior management of the Company regarding their assessment of the past and current business operations, financial condition, and future prospects of the Company; reviewed the reported price and trading activity for the Company’s common stock; compared certain financial and stock market information for the Company with similar information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the information technology services industry and in other industries; and performed such other studies and analyses, and considered such other factors, as it deemed appropriate.

For purposes of rendering its opinion, Goldman Sachs, with the consent of the Special Committee, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, it, without assuming any responsibility for independent verification thereof. In that regard, Goldman Sachs assumed with the consent of the Special Committee that the Management Projections were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the Special Committee. Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of the Company or any of its subsidiaries and it was not furnished with any such evaluation or appraisal. Goldman Sachs assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the merger will be obtained without any adverse effect on the expected benefits of the merger in any way meaningful to its analysis. Goldman Sachs has also assumed that the merger will be consummated on the terms set forth in the merger agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis.

Goldman Sachs’ opinion does not address the underlying business decision of the Company to engage in the merger or the relative merits of the merger as compared to any strategic alternatives that may be available to the Company; nor does it address any legal, regulatory, tax or accounting matters. Goldman Sachs’ opinion addresses only the fairness from a financial point of view to the holders (other than Atos and its affiliates) of the outstanding shares of the Company’s common stock, as of the date of the opinion, of the per share merger consideration to be paid to such holders pursuant to the merger agreement. Goldman Sachs’ opinion does not express any view on, and does not address, any other term or aspect of the merger agreement or the merger or any term or aspect of any other agreement or instrument contemplated by the merger agreement or entered into or amended in connection with the merger, including the fairness of the merger to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors, or other constituencies of the Company; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of the Company, or class of such persons, in connection with the merger, whether relative to the per share merger consideration to be paid to the holders (other than Atos and its affiliates) of the outstanding shares of the Company’s common stock pursuant to the merger agreement or otherwise. Goldman Sachs does not express any opinion as to the impact of the merger on the solvency or viability of the Company or Atos or the ability of the Company or Atos to pay their respective obligations when they come due. Goldman Sachs’ opinion was necessarily based on economic, monetary, market and other conditions, as in effect on, and the information made available to it as of, the date of the opinion and Goldman Sachs assumed no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion. Goldman Sachs’ advisory services and opinion were provided for the information and assistance of the Special Committee in connection with the consideration of the merger and the opinion does not constitute a recommendation as to how any holder of the Company’s common stock should vote with respect to the merger or any other matter. Goldman Sachs’ opinion was approved by a fairness committee of Goldman Sachs.

The following is a summary of the material financial analyses delivered by Goldman Sachs in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete

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description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs’ financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before July 19, 2018 and is not necessarily indicative of current market conditions.

Historical Stock Trading Analysis. Goldman Sachs analyzed the consideration to be paid to holders of the Company’s common stock pursuant to the merger agreement in relation to the closing price per share as of July 19, 2018, the 52-week highest price per share (which occurred July 12, 2018) for the period ended July 19, 2018, and the volume-weighted average price, which we refer to as VWAP, per share for the one-month, three-month, six-month, and one-year periods, in each case ended July 19, 2018. This analysis indicated that the per share merger consideration to be paid to the Company’s shareholders pursuant to the merger agreement represented:

Selected Companies Analysis. Goldman Sachs reviewed and compared certain financial information for the Company to corresponding financial information, ratios and public market multiples for the following publicly traded corporations in the technology services industry, which we refer to as the selected companies:

Global IT Services:

India-Based IT Services:

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Although none of the selected companies is directly comparable to the Company, the companies included were chosen because they are publicly traded companies with operations that for purposes of analysis may be considered similar to certain operations of the Company.

Goldman Sachs calculated and compared various financial multiples and ratios for the Company and the selected companies based on financial and trading data as of July 19, 2018, information it obtained from SEC filings, the Institutional Brokers’ Estimate System consensus estimates, and, for the Company, also the Management Projections. With respect to the Company and the selected companies, Goldman Sachs calculated multiples of next twelve months’ enterprise value, which we refer to as EV, to estimated earnings before interest, taxes, depreciation and amortization, which we refer to as EBITDA, over certain time periods during the three-year period ended July 19, 2018. The results of these analyses are summarized as follows:

Goldman Sachs also calculated multiples of next twelve months’ price to estimated earnings per share over certain time periods during the three-year period ended July 19, 2018 for the Company and the selected companies. The results of these analyses are summarized as follows:

Illustrative Present Value of Future Share Price Analysis. Goldman Sachs performed an illustrative analysis of the implied present value of an illustrative future value per share of the Company’s common stock, which is designed to provide an indication of the present value of a theoretical future value of the Company’s equity as a function of its one-year forward EV/EBITDA multiples. For this analysis, Goldman Sachs first calculated the implied values per share as of the fiscal years ended December 31, 2019, 2020, and 2021, respectively, by applying an illustrative range of next twelve months’ EV/EBITDA multiples of 10.0x to 13.0x to EBITDA estimates for each of the fiscal years 2020, 2021, and 2022, respectively, contained in the Management Projections. These illustrative multiple estimates were derived by Goldman Sachs utilizing its professional judgment and experience, taking into account, among other things, historical average next twelve months’ EV/EBITDA multiples for the Company and the selected companies during the three-year period ended July 19, 2018. Goldman Sachs then subtracted estimated net debt as of the fiscal years ended December 31, 2019, 2020, and 2021, respectively, as contained in the Management Projections, to calculate a range of implied future equity values. Goldman Sachs divided the range of illustrative equity values it derived by the estimated future number of fully diluted outstanding shares of the Company, as provided by the Company’s management and approved for Goldman Sachs’ use by the Special Committee. Goldman Sachs then discounted the implied future value per share of the Company back to June 30, 2018, using an illustrative discount rate of 8.8%, reflecting an estimate of the Company’s cost of equity. Goldman Sachs derived such illustrative estimated cost of equity by application of the Capital Asset Pricing Model, which we refer to as CAPM, which requires certain company-specific inputs, including a beta for the company, as well as certain financial metrics for the United States financial markets generally. This analysis resulted in a range of implied present values per share of the Company’s common stock of $31.21 to $41.73.

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Goldman Sachs also performed an illustrative analysis of the implied present value of an illustrative future value per share of the Company’s common stock as a function of its one-year forward price to equity multiples. For this analysis, Goldman Sachs first calculated the implied values per share as of the fiscal years ended December 31, 2019, 2020, and 2021, respectively, by applying an illustrative range of next twelve months’ price to forward earnings per share multiples of 15.0x to 18.0x to earnings per share estimates for each of the fiscal years 2020, 2021, and 2022, respectively, contained in the Management Projections. These illustrative multiple estimates were derived by Goldman Sachs utilizing its professional judgment and experience, taking into account, among other things, historical average next twelve months’ price to equity multiples for the Company and the selected companies during the three-year period ended July 19, 2018. Goldman Sachs divided the range of illustrative equity values it derived by the estimated future number of fully diluted outstanding shares of the Company, as provided by the Company’s management and approved for Goldman Sachs’ use by the Special Committee. Goldman Sachs then discounted the implied future value per share of the Company back to June 30, 2018, using an illustrative discount rate of 8.8%, reflecting an estimate of the Company’s cost of equity. Goldman Sachs derived such illustrative estimated cost of equity by application of CAPM, which requires certain company-specific inputs, including a beta for the company, as well as certain financial metrics for the United States financial markets generally. This analysis resulted in a range of implied present values per share of the Company’s common stock of $28.77 to $35.20.

Illustrative Discounted Cash Flow Analysis. Using the Management Projections, Goldman Sachs performed an illustrative discounted cash flow analysis on the Company. Using a mid-year convention and discount rates ranging from 8.0% to 9.5%, reflecting estimates of the Company’s weighted average cost of capital, Goldman Sachs discounted to present value as of June 30, 2018 (i) estimates of unlevered free cash flow for the Company for the second half of 2018 through fiscal year-end 2023, as reflected in the Management Projections, and (ii) a range of illustrative terminal values for the Company, which were calculated by applying perpetuity growth rates ranging from 2.0% to 3.0%, to a terminal year estimate of the free cash flow to be generated by the Company, as reflected in the Management Projections (which analysis implied exit terminal year EV/EBITDA multiples ranging from 8.5x to 12.7x). Goldman Sachs derived such discount rates by application of CAPM, which requires certain company-specific inputs, including the Company’s target capital structure weightings, the cost of long-term debt, after-tax yield on permanent excess cash, if any, future applicable marginal cash tax rate and a beta for the company, as well as certain financial metrics for the United States financial markets generally. The range of perpetuity growth rates was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account the Management Projections and market expectations regarding long-term real growth of gross domestic product and inflation. Goldman Sachs then derived ranges of illustrative enterprise values for the Company by adding the ranges of present values it derived above. Goldman Sachs subtracted the $140 million of net debt as of June 30, 2018, as provided by the Company’s management and approved for Goldman Sachs’ use by the Special Committee, from the range of illustrative enterprise values it derived for the Company, to derive a range of illustrative equity values for the Company. Goldman Sachs then divided the range of illustrative equity values it derived by the number of fully diluted outstanding shares of the Company, as provided by the Company’s management and approved for Goldman Sachs’ use by the Special Committee, to derive a range of illustrative present values per share of the Company’s common stock ranging from $30.11 to $44.17.

Transactions Premia Analysis. Using publicly available information, Goldman Sachs reviewed and analyzed the acquisition premia for all-cash acquisition transactions announced during the time period from the year 2012 through July 19, 2018, as reported by FactSet, involving a public company in the technology, media, and telecom sector based in the United States as the target where the disclosed enterprise value for the transaction was over $500 million. For the entire period, using publicly available information, Goldman Sachs calculated the 25th percentile and 75th percentile premia of the price paid in the 89 transactions relative to the target company’s stock price as of certain dates and certain time periods, as described below.

Goldman Sachs calculated the 25th and 75th percentile premia relative to the target company’s stock price one day prior to the announcement of the transaction as 12% and 32%, respectively. Goldman Sachs then applied

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an illustrative range of acquisition premia of 12% to 32% to the $39.02 price per share of the Company’s common stock as of July 19, 2018, which was one day prior to the announcement of the transaction, to derive a range of illustrative implied prices per share of the Company’s common stock of $43.70 to $51.51.

Goldman Sachs also calculated the 25th and 75th percentile premia relative to the target company’s stock price one day prior to the announcement of the transaction for target companies trading over 90% of their 52-week high stock price as 7% and 28%, respectively. Goldman Sachs then applied an illustrative range of acquisition premia of 7% to 28% to the $39.02 price per share of the Company’s common stock as of July 19, 2018 to derive a range of illustrative implied prices per share of the Company’s common stock of $41.75 to $49.95.

Goldman Sachs also calculated the 25th and 75th percentile premia relative to the target company’s stock price as of 30 trading days prior to the announcement of the transaction as 23% and 51%, respectively. Goldman Sachs then applied an illustrative range of acquisition premia of 23% to 51% to the $32.73 price per share of the Company’s common stock as of June 7, 2018, which was 30 trading days prior to the announcement of the transaction, to derive a range of illustrative implied prices per share of the Company’s common stock of $40.26 to $49.42.

Goldman Sachs also calculated the 25th and 75th percentile premia relative to the target company’s stock price as of 90 trading days prior to the announcement of the transaction as 23% and 62%, respectively. Goldman Sachs then applied an illustrative range of acquisition premia of 23% to 62% to the $27.33 price per share of the Company’s common stock as of March 13, 2018, which was 90 trading days prior to the announcement of the transaction, to derive a range of illustrative implied prices per share of the Company’s common stock of $33.62 to $44.27.

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs’ opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to the Company, to Atos or to the merger.

Goldman Sachs prepared these analyses for purposes of Goldman Sachs’ providing its opinion as to the fairness from a financial point of view to the holders (other than Atos and its affiliates) of the outstanding shares of the Company’s common stock, as of the date of the opinion, of the per share merger consideration to be paid to such holders pursuant to the merger agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of the Company, Atos, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecast.

The per share merger consideration was determined through arm’s-length negotiations between the Special Committee and Atos and was approved by the Board. Goldman Sachs provided advice to the Special Committee during these negotiations. Goldman Sachs did not, however, recommend any specific amount of consideration to the Special Committee or that any specific amount of consideration constituted the only appropriate consideration for the merger.

As described above, Goldman Sachs’ opinion was one of many factors taken into consideration by the Special Committee in making its determination with respect to the merger. The foregoing summary does not

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purport to be a complete description of the analyses performed by Goldman Sachs in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex C.

Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of the Company, Atos, any of their respective affiliates and third parties, including affiliates of the Company’s founders, each a significant shareholder of the Company, or any currency or commodity that may be involved in the transaction contemplated by the merger agreement. Goldman Sachs acted as financial advisor to the Special Committee in connection with, and participated in certain of the negotiations leading to, the transaction contemplated by the merger agreement. During the two-year period ended July 20, 2018, the Investment Banking Division of Goldman Sachs has not been engaged by the Company, Atos, or affiliates of the founders of the Company, or their respective affiliates to provide financial advisory or underwriting services for which Goldman Sachs has recognized compensation. Goldman Sachs may in the future provide financial advisory and/or underwriting services to the Company, Atos, and affiliates of the founders of the Company, and their respective affiliates for which the Investment Banking Division of Goldman Sachs may receive compensation.

The Special Committee selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the merger. Pursuant to a letter agreement dated April 2, 2018, the Special Committee engaged Goldman Sachs to act as its financial advisor in connection with the merger. The engagement letter between the Special Committee and Goldman Sachs provides for a transaction fee that is estimated, based on the information available as of the date of announcement, at approximately $44.6 million, $1 million of which became payable upon signing of the merger agreement, and the remainder of which is contingent upon consummation of the merger. In addition, the Company has agreed to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.

Financing of the Merger

The obligations of Atos and Merger Sub to complete the merger are not contingent upon the receipt of any financing. Atos has obtained debt financing commitments for the transactions contemplated by the merger agreement.

Closing and Effective Time of the Merger

The closing of the merger is scheduled to occur at 9:00 a.m. (New York time) on the fifth business day following the satisfaction or waiver of the conditions set forth in the merger agreement (other than those conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or waiver of those conditions), or at such other date, time and place (or by means of remote communication) as the Company and Atos may agree; provided, that in no event will the closing of the merger occur prior to the 60th day following submission by the Company to the Directorate of Defense Trade Controls in the United States Department of State, which we refer to as the DDTC, of the notice of a change in ownership of the Company in accordance with Section 122.4(b) of the International Traffic in Arms Regulations, which we refer to as ITAR. We currently expect the closing to occur prior to the end of 2018.

On the closing date, the Company and Atos will cause a certificate of merger relating to the merger to be executed, acknowledged and filed with the Michigan Department of Licensing and Regulatory Affairs. The merger will become effective at the effective time.

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Payment of Merger Consideration and Surrender of Stock Certificates

As promptly as practicable after the effective time (but in any event within three business days thereafter), each holder of record of a stock certificate representing shares of common stock that is entitled to receive the per share merger consideration will be sent a letter of transmittal and instructions describing how such record holder may surrender his, her or its shares of our common stock (or affidavits of loss in lieu thereof) in exchange for the per share merger consideration.

You should not return your stock certificates with the enclosed proxy card.

Any holder of book-entry shares will not be required to deliver a stock certificate or an executed letter of transmittal to the paying agent to receive the per share merger consideration that such holder is entitled to receive. In lieu thereof, each holder of record of one or more book-entry shares whose shares of common stock were converted into the right to receive the per share merger consideration will upon receipt by the paying agent of an “agent’s message” in customary form (or such other reasonable evidence, if any, as the paying agent may reasonably request), be entitled to receive the per share merger consideration in respect of each such share of common stock and the book-entry shares of such holder will forthwith be canceled.

No interest will be paid or accrued on the cash payable as the per share merger consideration upon your surrender of your book-entry shares or stock certificates.

Atos, the surviving corporation and the paying agent will be entitled to deduct and withhold any required taxes from the per share merger consideration, provided that, except as may be required by reason of a change in law following the date of the merger agreement, no such deduction or withholding on the payment of the per share merger consideration will be made under the Indian Income Tax Act, 1961. Any sum that is withheld will be deemed to have been paid to the holder of shares with regard to whom such sum is withheld.

If you have lost a stock certificate, or if it has been stolen or destroyed, then before you will be entitled to receive the per share merger consideration, you will have to make an affidavit of the loss, theft or destruction of such stock certificate, and post a bond in such customary amount and upon such terms as may be reasonably required by Atos as indemnity against any claim that may be made against it, Merger Sub or the surviving corporation with respect to such lost, stolen or destroyed stock certificate. These procedures will be described in the letter of transmittal and instructions that you will receive, which you should read carefully and in their entirety.

Interests of the Company’s Directors and Executive Officers in the Merger

In considering the recommendation of the Board with respect to the proposal to approve the merger agreement, you should be aware that executive officers and directors of the Company have certain interests in the merger that may be different from, or in addition to, the interests of the Company’s shareholders generally. The Board was aware of these interests and considered them at the time it evaluated and approved the merger agreement and the merger, and in recommending that the merger agreement be approved by the shareholders of the Company. Company shareholders should take these interests into account in deciding whether to approve the merger agreement. Nothing in this proxy statement should be interpreted as providing any executive officer or director of the Company with an entitlement to any payments or other benefits in excess of the payments or other benefits to which he or she would otherwise be entitled in connection with the merger pursuant to the terms of these arrangements.

Treatment of Company Equity Awards

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For an estimate of the amounts that would become payable to each of the Company’s named executive officers in settlement of his or her unvested equity awards, see “—Golden Parachute Compensation.” If the effective time of the merger were November 15, 2018, based on the number of equity awards outstanding as of August 1, 2018 and a price per share of Company common stock of $41.00, the Company estimates (i) the aggregate amount that would become payable to the Company’s 12 executive officers other than its named executive officers in settlement of their unvested equity awards to be $3,795,929, which includes accumulated and unpaid dividend equivalent amounts, and (ii) the aggregate amount that would become payable to the Company’s six non-employee directors in settlement of their unvested equity awards to be $679,452. Company RSUs that would have vested per their terms from March 8, 2018 through the closing of the merger (assumed to be November 15, 2018 for purposes of this disclosure) have been suspended in a “black out” that will lift on the closing of the merger. Accordingly, the value of awards that would have vested by their terms during this “black out” has not been included in the disclosed amounts.⁽¹⁾

Executive Officer Retention Letter Agreements

The Company has entered into retention letter agreements with four of its named executive officers and six of its other executive officers. The retention letter agreements awarded to the four named executive officers and two of the other executive officers provide for a change in control performance bonus, which we refer to as the CIC Performance Bonus, and a six month retention bonus, which we refer to as the Six Month Retention Bonus. The retention letter agreements awarded to the four other executive officers provide for a Six Month Retention Bonus only. The CIC Performance Bonus pays on the closing of the merger, subject to the recipient’s continued employment as of the closing, and is equal to the sum of the recipient’s annual base salary and target annual bonus as of the grant date of the award. The Six Month Retention Bonus pays on the six month anniversary of the closing of the merger, subject to the recipient’s continued employment through the six month anniversary of the closing, and is equal to the product of 0.5 times the sum of the recipient’s annual base salary and target annual bonus as of the grant date of the award. Notwithstanding the foregoing, the Six Month Retention Bonus will be paid in full upon a termination of employment after the closing of the merger in a manner constituting a Change in Control Termination (as defined in the Company’s 2016 Incentive Plan), provided that the determination as to whether the recipient has experienced a material reduction in the recipient’s position, duties, or responsibilities for purposes of determining whether the recipient has a “Good Reason” right to terminate his or her employment due to a Change in Control Termination will be made with respect to such holder’s assigned position, duties and

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responsibilities as in effect promptly following a Change in Control (as defined the Company’s 2016 Incentive Plan), taking into account any changes resulting from such Change in Control.

For an estimate of the amounts that would become payable to the Company’s named executive officers who received retention letter agreements upon a qualifying termination of employment immediately following consummation of the merger, see “—Golden Parachute Compensation.” The Company estimates that the aggregate value of the retention award bonus that would become payable to the six other executive officers, under their respective retention letter agreements if the effective time of the merger were November 15, 2018, and each incurred a qualifying termination of employment on that date, to be $906,685.

Prorated Annual Incentive for the Company’s 2018 Fiscal Year

Pursuant to the merger agreement, Atos will pay bonuses to continuing employees under the Company’s annual bonus plans in respect of the 2018 fiscal year at such time annual bonuses have historically been paid by the Company, subject to each such continuing employee’s ongoing employment through the payment date, provided that any such employee will be entitled to receive such bonus in the event that such employee experiences a qualifying termination of employment prior to the payment date, and provided further, that if such termination of employment is prior to December 31, 2018, the bonus will be prorated based upon the number of days worked from January 1, 2018 through the date of the termination of employment. For purposes of the 2018 bonus payment, a qualifying termination will occur if the employee’s employment is terminated in a manner constituting a Change in Control Termination (as such term is defined in the Company 2016 Incentive Plan), provided that the determination as to whether the recipient has experienced a material reduction in the recipient’s position, duties, or responsibilities for purposes of determining whether the recipient has Good Reason to terminate his employment will be made with respect to such holder’s assigned position, duties and responsibilities as in effect promptly following a Change in Control (as defined the Company’s 2016 Incentive Plan), but taking into account any changes resulting from such Change in Control. For an estimate of the prorated bonus amounts that would become payable to each of the Company’s named executive officers if a qualifying termination of employment were to occur immediately following consummation of the merger, see “—Golden Parachute Compensation.” The Company estimates that the aggregate value of the prorated 2018 bonus that would be payable to the Company’s twelve other executive officers if the effective time of the merger were November 15, 2018, and each incurred a qualifying termination of employment on that date, to be $886,387.

New Management Arrangements

After consummation of the merger, Atos will implement a retention program, subject to customary retention program terms and conditions. The final terms of the retention program remain subject to negotiation between the parties and approval by Atos. Under the go-forward retention program, the Company CEO will join the executive committee of the combined company. If the CEO remains employed for two years after the six month anniversary of the closing of the merger, he will receive a payment equal to the sum of one year of base salary plus target annual bonus. If the CEO remains employed for four years after the six month anniversary of the closing of the merger, he will receive another payment equal to the sum of one year of base salary plus target annual bonus. In addition, if the CEO meets certain additional operational goals two years and four years after the six month anniversary of the closing of the merger, he will be eligible to receive, in each case respectively, a bonus equal to 0.5 times base salary and target annual bonus.

The Atos retention program will also provide similar bonus incentives equal to one year of base salary plus target annual bonus or six months of base salary plus one-half target annual bonus for a small number of key employees, subject to continued employment of two years or four years after the six month anniversary of the closing date. For those key employees who do not benefit from the Company’s Six Month Retention Bonus Program, such employees will be entitled to receive an amount equal to six months of base salary plus one-half target annual bonus if they remain employed through the six month anniversary of the closing.

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Golden Parachute Compensation

This section sets forth the information required by Item 402(t) of Regulation S-K regarding the compensation for each named executive officer of the Company that is based on or otherwise relates to the merger and that will or may become payable to each such named executive officer at the effective time or on a qualifying termination of employment in connection with the merger. The “named executive officers” are the individuals listed as such in the Company’s most recent annual proxy statement. The amounts any executive officers may be eligible to receive under the Atos go-forward retention program have been excluded from the golden parachute table as bona-fide post-closing arrangements.

The estimated potential payments in the table below are based on (i) per share merger consideration of $41.00; (ii) base salary, target bonus levels and equity award holdings as of August 1, 2018; (iii) a merger closing on November 15, 2018 (the assumed date of the closing of the merger solely for purposes of this golden parachute compensation disclosure); and (iv) a termination of each named executive officer by the Company without “cause” or by the executive for “good reason” on the closing date. Depending on when the merger occurs, certain equity awards that are now unvested and included in the table below may vest pursuant to the terms of the equity awards based on the completion of continued service with the Company, independent of the merger. Company RSUs that would have vested per their terms from March 8, 2018 through the closing of the merger (assumed to be November 15, 2018 for purposes of this disclosure) have been suspended in a “black out” that will lift on the closing of the merger. Accordingly, the value of awards that would have vested by their terms during this “black out” has not been included in the disclosed amounts.⁽²⁾ The amounts indicated below are estimates based on multiple assumptions that may or may not actually occur, including assumptions described in this proxy statement, and do not reflect certain compensation actions that may occur before completion of the merger, including the ordinary course annual grant of Company RSUs that will be made in August or September 2018 as permitted by the merger agreement. As a result, the actual amounts, if any, to be received by a named executive officer may materially differ from the amounts set forth below. All dollar amounts have been rounded to the nearest whole dollar.

Golden Parachute Compensation

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The 2018 bonus and the Six Month Retention Bonus are subject to double-trigger treatment (i.e., they will be payable upon a qualifying termination following the consummation of the merger). The CIC Performance Bonus is subject to single-trigger payment and payable upon the consummation of the merger. The estimated amount of each component of the cash payment is set forth in the table below.

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Material U.S. Federal Income Tax Consequences of the Merger

The following is a summary of the material U.S. Federal income tax consequences of the merger to U.S. holders (as defined below) whose shares of our common stock are converted into the right to receive cash in the merger. This summary does not purport to consider all aspects of U.S. Federal income taxation that might be relevant to our shareholders. For purposes of this discussion, we use the term “U.S. holder” to mean a beneficial owner of shares of our common stock that is, for U.S. Federal income tax purposes:

If a partnership (including an entity or arrangement treated as a partnership for U.S. Federal income tax purposes) holds our common stock, the U.S. Federal income tax treatment of a partner generally will depend on the status of the partner and the activities of the partner and the tax treatment of the partnership. A partner of a partnership holding our common stock should consult the partner’s tax advisor regarding the U.S. Federal income tax consequences of the merger to such partner.

This discussion is based on the Internal Revenue Code of 1986, as amended, which we refer to as the Code, its legislative history, existing and proposed regulations under the Code, published rulings and court decisions, all as currently in effect. These laws are subject to change or differing interpretation, possibly on a retroactive basis. The discussion applies only to beneficial owners who hold shares of our common stock as capital assets, and does not apply to shares of our common stock received in connection with the exercise of employee stock options or otherwise as compensation, shareholders who hold an equity interest, actually or constructively, in Atos or the surviving corporation after the merger, or to certain types of beneficial owners who may be subject to special rules (such as insurance companies, banks, tax-exempt organizations, financial institutions, broker-dealers, partnerships, S corporations or other pass-through entities, mutual funds, traders in securities who elect the mark-to-market method of accounting, shareholders subject to the alternative minimum tax, shareholders that have a functional currency other than the U.S. dollar or shareholders who hold our common stock as part of a hedge, straddle, wash sale, constructive sale or conversion transaction). This discussion also does not address the U.S. tax consequences to any shareholder who, for U.S. Federal income tax purposes, is a non-resident alien individual, foreign corporation, foreign partnership or foreign estate or trust, and does not address the receipt of cash in connection with the treatment of restricted stock units, performance stock units, company awards or any other matters relating to equity compensation or benefit plans (including the stock plans). This discussion does not address any aspect of state, local or foreign tax laws. Holders of common stock should consult their own tax advisors to determine the particular tax consequences to them of the merger, including the applicability and effect of any state, local, foreign or other tax laws.

Exchange of Shares of Common Stock for Cash Pursuant to the Merger Agreement

The exchange of shares of our common stock for cash in the merger will generally be a taxable transaction for U.S. Federal income tax purposes. In general, a U.S. holder whose shares of our common stock are converted into the right to receive cash in the merger will recognize capital gain or loss for U.S. Federal income tax purposes equal to the difference, if any, between the amount of cash received with respect to such shares (determined before the deduction of any applicable withholding taxes, as described below in the section titled “Backup Withholding and Information Reporting”) and the U.S. holder’s adjusted tax basis in such shares. A U.S. holder’s adjusted tax basis will generally equal the price the U.S. holder paid for such shares. Gain or loss

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will be determined separately for each block of shares of our common stock (i.e., shares of common stock acquired at the same cost in a single transaction). Such capital gain or loss will be long-term capital gain or loss where the U.S. holder’s holding period for such shares of common stock is more than one (1) year at the effective time. Long-term capital gain of a non-corporate U.S. holder is generally taxed at preferential rates. There are limitations on the deductibility of capital losses. In addition, a 3.8% tax is imposed on all or a portion of the “net investment income” (within the meaning of the Code) of certain individuals and on the undistributed net investment income of certain estates and trusts. The 3.8% tax generally is imposed on the lesser of (1) the U.S. holder’s “net investment income” for the relevant taxable year and (2) the excess of the U.S. holder’s modified adjusted gross income for the taxable year over a certain threshold (which in the case of individuals is between $125,000 and $250,000, depending on the individual’s circumstances). For these purposes, “net investment income” generally will include any gain recognized on the receipt of cash for shares pursuant to the merger.

Backup Withholding and Information Reporting

A U.S. holder may be subject to information reporting. In addition, backup withholding of tax will apply at the statutory rate to cash payments to which a non-corporate U.S. holder is entitled under the merger agreement, unless the U.S. holder or other payee provides a taxpayer identification number, certifies that such number is correct, and otherwise complies with the backup withholding rules. Each of our U.S. holders should complete and sign, under penalty of perjury, an Internal Revenue Service Form W-9 (or appropriate successor form) to be included as part of the letter of transmittal and return it to the paying agent, in order to provide the information and certification necessary to avoid backup withholding, unless an exemption applies and is established in a manner satisfactory to the paying agent.

Backup withholding is not an additional tax. Any amounts withheld from cash payments to a U.S. holder pursuant to the merger under the backup withholding rules will generally be allowable as a refund or a credit against such U.S. holder’s U.S. Federal income tax liability provided the required information is timely furnished to the Internal Revenue Service. U.S. holders are urged to consult their independent tax advisors as to qualifications for exemption from backup withholding and the procedure for obtaining the exemption.

The U.S. Federal income tax consequences described above are not intended to constitute a complete description of all tax consequences relating to the merger. Because individual circumstances may differ, each shareholder should consult the shareholder’s tax advisor regarding the applicability of the rules discussed above to the shareholder and the particular tax effects to the shareholder of the merger in light of such shareholder’s particular circumstances, the application of state, local and foreign tax laws, and, if applicable, the treatment of restricted stock units, performance stock units, company awards or any other matters relating to equity compensation or benefit plans (including the stock plans).

Regulatory Approvals

HSR Clearance. Under the HSR Act and the rules promulgated thereunder, certain transactions, including the merger, may not be completed until notifications have been given and information furnished to the Antitrust Division of the Department of Justice, which we refer to as the Antitrust Division, and the Federal Trade Commission, which we refer to as the FTC, and all statutory waiting period requirements have been satisfied. Completion of the merger is subject to the expiration or earlier termination of the applicable waiting period under the HSR Act and the expiration or earlier termination of all agreements with governmental entities that govern the ability of the parties to close the merger. The merger may not be completed until the expiration of a 30 calendar day waiting period, which begins when the Company and Atos file Premerger Notification and Report Forms under the HSR Act with the Antitrust Division and the FTC, unless such waiting period is earlier terminated by the Antitrust Division and the FTC. The Company and Atos filed their Premerger Notification and Report Forms on July 23, 2018, in connection with the merger. Early termination of the waiting period under the HSR Act was granted on August 3, 2018.

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Completion of the merger is further subject to notification or receipt of certain other regulatory approvals, including notification, clearance and/or approval from (i) the Serbian Commission for the Protection of Competition pursuant to the Serbian Law on the Protection of Competition, (ii) the Austrian Federal Competition Authority pursuant to the Austrian Cartel Act 2005, (iii) the Competition Commission of India pursuant to the Indian Competition Act and (iv) CFIUS. We have made filings with each of the foregoing governmental authorities, other than with respect to CFIUS, as described below.

Atos and the Company will file a joint voluntary notice, in connection with obtaining CFIUS approval in accordance with Section 721 of the Defense Production Act of 1950, as amended, which we refer to as the DPA. Pursuant to the merger agreement, CFIUS approval will be deemed to have been obtained if: (i) CFIUS has concluded that none of the transactions contemplated by the merger agreement is a “covered transaction” subject to review under the DPA; (ii) CFIUS has issued a written notice that it has completed a review or investigation of the notification voluntarily provided pursuant to the DPA with respect to the transactions contemplated by the merger agreement and has concluded all action under the DPA; or (iii) CFIUS has sent a report to the President of the United States requesting the President’s decision and (a) the President has announced a decision not to take any action to suspend or prohibit the transactions contemplated by the merger agreement or (b) the President has not taken any formal written action within 15 days after the date on which the President received such report from CFIUS.

There can be no assurance that all of the regulatory approvals described above, or any other regulatory approvals that might be required to consummate the merger, will be obtained and, if obtained, there can be no assurance as to the timing of any approvals, ability to obtain the approvals on satisfactory terms or the absence of any litigation challenging such approvals. There can also be no assurance that the Department of Justice, the FTC, CFIUS or any other governmental entity or any private party will not attempt to challenge the merger on regulatory grounds or refuse to grant required approvals, and, in each case, if any such challenge is made, there can be no assurance as to the result.

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THE MERGER AGREEMENT

This section describes the material terms of the merger agreement. The description of the merger agreement in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the complete text of the merger agreement, a copy of which is attached as Annex A and is incorporated by reference into this proxy statement. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. We encourage you to read the merger agreement carefully and in its entirety.

Explanatory Note Regarding the Merger Agreement

The merger agreement and this summary are included to provide you with information regarding its material terms. Factual disclosures about the Company contained in this proxy statement or in the Company’s public reports filed with the SEC may supplement, update or modify the factual disclosures about the Company contained in the merger agreement. The representations, warranties and covenants contained in the merger agreement were made only for purposes of the merger agreement and as of specific dates, were solely for the benefit of the parties to the merger agreement, may be subject to limitations, qualifications or other particulars agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the merger agreement instead of establishing such matters as facts or made for other purposes), and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the merger agreement and may not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the merger agreement, which subsequent information will not necessarily be fully reflected in the Company’s public disclosures. For further information regarding the representations and warranties contained in the merger agreement, please refer to “The Merger Agreement—Representations and Warranties” beginning on page [●].

Effects of the Merger; Directors and Officers; Articles of Incorporation; Bylaws

The merger agreement provides that Merger Sub will merge with and into the Company with the Company continuing as the surviving corporation. Following the merger, the Company will cease to be a publicly traded company and, as a result of the merger, will become an indirect wholly owned subsidiary of Atos. The merger will have the effects specified in the MBCA.

The members of the board of directors of Merger Sub immediately prior to the effective time will, from and after the effective time, be the members of the board of directors of the surviving corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with applicable law, the articles of incorporation and bylaws of the surviving corporation. The officers of the Company immediately prior to the effective time will, from and after the effective time, be the officers of the surviving corporation until their successors have been duly appointed or until their earlier death, resignation or removal in accordance with applicable law, the articles of incorporation and bylaws of the surviving corporation.

At the effective time, the articles of incorporation of the surviving corporation will be amended in its entirety as set forth in Exhibit A of the merger agreement, and will be the articles of incorporation of the surviving corporation. The bylaws of Merger Sub in effect immediately prior to the effective time will be the bylaws of the surviving corporation, until changed or amended as provided therein or by applicable law.

Following the completion of the merger, our common stock will be delisted from NASDAQ, deregistered under the Exchange Act and cease to be publicly traded.

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Treatment of Common Stock and Equity Awards

Common Stock

At the effective time, by virtue of the merger and without any action on the part of any holder of any capital stock of the Company, each share of common stock, other than (i) the shares owned by Atos, Merger Sub or the Company (and in each case not held on behalf of third parties) and (ii) shares held by any direct or indirect wholly owned subsidiary of the Company or Atos (other than Merger Sub), will be converted into the right to receive cash in the amount of $41.00 per share, without interest. At the effective time, each share that will be converted into the right to receive cash will be canceled and will cease to exist. Each share owned by Atos, Merger Sub or the Company (in each case not held on behalf of third parties) will be canceled and will cease to exist, and no consideration will be payable for such shares. Each share held by a direct or indirect wholly owned subsidiary of the Company or Atos (other than Merger Sub) will be converted into a number of shares of common stock of the surviving corporation so as to preserve such entity’s relative ownership percentage in the Company.

Company Restricted Stock Units

Company RSUs outstanding as of the date of the merger agreement that remain outstanding when the merger is completed will vest upon completion of the merger and be entitled to receive an amount in cash equal to the product of (i) the number of shares subject to such Company RSUs multiplied by (ii) the per share merger consideration, plus any accumulated and unpaid dividend equivalent amounts, less applicable withholding taxes.

Company RSUs granted after the date of the merger agreement that remain outstanding when the merger is completed will be converted into Atos RSUs that will continue to vest in accordance with the original vesting schedule of such Company RSUs, subject to acceleration in full on a qualifying termination of employment. The number of shares of Atos common stock subject to each such Atos RSU will equal the product (rounded to the nearest whole number) of (i) the number of shares of Company common stock subject to such Company RSUs multiplied by (ii) 0.2559. The Company intends to make ordinary course annual equity award grants of Company RSUs that vest ratably over three years in August or September 2018, and such Company RSUs will be converted into Atos RSUs as described herein on the completion of the merger.

Exchange and Payment Procedures

At or prior to the effective time, Atos will deposit, or cause to be deposited, with the paying agent cash in immediately available funds in an amount sufficient to pay the aggregate merger consideration payable to holders of common stock and Company RSUs to be paid by the paying agent.

As promptly as practicable after the effective time, and in any event within three business days after the effective time, each record holder of common stock entitled to receive the per share merger consideration will be sent a notice advising such holders of the effectiveness of the merger and appropriate transmittal materials and instructions describing how such record holder may surrender his, her or its shares of common stock (or affidavits of loss in lieu thereof) in exchange for the aggregate per share merger consideration payable with respect to such shares.

You should not return your stock certificates with the enclosed proxy card.

Any holder of book-entry shares will not be required to deliver a stock certificate or an executed letter of transmittal to the paying agent to receive the per share merger consideration that such holder is entitled to receive. In lieu thereof, each holder of record of one or more book-entry shares whose shares of common stock were converted into the right to receive the per share merger consideration will upon receipt by the paying agent of an “agent’s message” in customary form (or such other reasonable evidence, if any, as the paying agent may reasonably request), be entitled to receive the per share merger consideration in respect of each such share of common stock and the book-entry shares of such holder will forthwith be canceled.

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Atos, the surviving corporation and the paying agent will be entitled to deduct and withhold any required taxes from the per share merger consideration, provided that, except as may be required by reason of a change in law following the date of the merger agreement, no such deduction or withholding on the payment of the per share merger consideration shall be made under the Indian Income Tax Act, 1961. Any sum that is withheld will be deemed to have been paid to the holder of shares with regard to whom such sum is withheld.

If you have lost a certificate, or if it has been stolen or destroyed, then before you will be entitled to receive the per share merger consideration, you will have to make an affidavit of the loss, theft or destruction and, if required by Atos, post a bond in such customary amount and upon such terms as may be required as indemnity against any claim that may be made with respect to such lost, stolen or destroyed stock certificate. These procedures will be described in the letter of transmittal and instructions that you will receive, which you should read carefully and in their entirety.

No interest will be paid or accrued on the cash payable as the per share merger consideration upon your surrender of your book-entry shares or stock certificates.

From and after the effective time, there will be no transfers on the stock transfer books of the Company of the shares of common stock that were outstanding immediately prior to the effective time. If, after the effective time, any stock certificate formerly representing any common stock that entitled to its holder to receive the per share merger consideration is presented to the surviving corporation, Atos or the paying agent for transfer, it will be canceled and exchanged for the cash amount in immediately available funds to which the holder of such stock certificate is entitled pursuant to the merger agreement.

Any portion of the per share merger consideration deposited with the paying agent that remains unclaimed by shareholders one year after the effective time will be delivered to Atos. Holders of shares of common stock entitled to receive the per share merger consideration who have not complied with the above-described exchange and payment procedures may thereafter only look to Atos for payment of the per share merger consideration upon due surrender of stock certificates representing certificated shares of common stock (or affidavits of loss in lieu thereof) or book-entry shares, without any interest thereon.

None of Atos, the surviving corporation, the paying agent or any other person will be liable to any former holder of common stock for any amount properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

Representations and Warranties

The merger agreement contains representations and warranties made, on the one hand, by the Company to Atos and Merger Sub and, on the other hand, by Atos and Merger Sub to the Company. Certain of the representations and warranties in the merger agreement are subject to materiality or material adverse effect qualifications (that is, they will not be deemed to be untrue, inaccurate or incorrect unless their failure to be true or correct is material or would result in a material adverse effect, as defined below).

In addition, certain of the representations and warranties in the merger agreement are subject to knowledge qualifications, which means that those representations and warranties would not be deemed untrue, inaccurate or incorrect as a result of matters of which certain officers of the party making the representation did not and do not have knowledge following a reasonable inquiry, as described in the merger agreement.

Further, the representations and warranties made by the Company in the merger agreement are subject to specified exceptions and qualifications in the Company’s public filings with the SEC. The representations and warranties made by the parties in the merger agreement may be further subject to specified exceptions and qualifications contained in the confidential disclosure letters that the parties exchanged in connection with signing the merger agreement, which disclosure letters are not reflected in the merger agreement and will not

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otherwise be publicly disclosed, and that were included for the purpose of, among other things, allocating contractual risk between Atos and Merger Sub, on the one hand, and the Company, on the other hand, rather than establishing matters as facts, and may be subject to standards of materiality that differ from the standards relevant to investors. You should not rely on the representations, warranties, covenants or any description thereof as actual characterizations of the actual state of facts or condition of Atos, the Company, or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the merger agreement, which subsequent information may or may not be fully reflected in public disclosures by Atos and the Company. The representations and warranties and other provisions of the merger agreement should not be read alone but, instead, should be read only in conjunction with the information provided elsewhere in this proxy statement and in the documents incorporated by reference into this proxy statement. See “Where You Can Find More Information” beginning on page [●].

Representations and Warranties of the Company

The Company made customary representations and warranties to Atos and Merger Sub in the merger agreement relating to a number of matters, including, among other things:

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Material Adverse Effect

Many of our representations and warranties are qualified by exceptions relating to the absence of a “material adverse effect,” which means any event, change, development, circumstance, fact or effect that, individually or taken together with any other events, changes, developments, circumstances, facts or effects, (i) is, or would reasonably be expected to be, materially adverse to the financial condition, properties, assets, liabilities (contingent or otherwise), business operations or results of operations of the Company and its subsidiaries (taken as a whole) or (ii) would or would reasonably be expected to prevent, materially delay or materially impair the ability of the Company to consummate the merger or to perform any of its material obligations under the merger agreement without material delay.

However, with respect to clause (i) above (and, in the case of (8) below, with respect to clause (ii) above), none of the following will be taken into account in determining whether a material adverse effect has occurred or would be reasonably expected to occur:

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Notwithstanding the foregoing, any events, changes, developments, circumstances, facts or effects described in clauses (1), (2), (4) and (6) above will be taken into account in determining whether a material adverse effect has occurred or would reasonably be expected to occur to the extent they disproportionately affect the Company and its subsidiaries (taken as a whole) relative to other companies operating in the geographic markets in which the Company or any of its subsidiaries operates or its services are sold.

Representations and Warranties of Atos and Merger Sub

Atos and Merger Sub made customary representations and warranties to the Company in the merger agreement relating to a number of matters, including, among other things:

Conduct of Our Business Pending the Merger

Under the merger agreement, we have agreed, subject to certain exceptions contemplated by the merger agreement, included in the Company’s disclosure letter that we delivered in connection with the merger

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agreement or as otherwise required by a governmental entity or applicable law, between the date of the merger agreement and the effective time, unless Atos gives its prior written approval (which may not be unreasonably conditioned, withheld or delayed), to comply in all material respects with applicable law and the requirements of our material contracts, conduct our business and the business of our subsidiaries in all material respects in the ordinary course, use commercially reasonable efforts to preserve our business organizations substantially intact, maintain existing relations and goodwill with governmental entities, customers, consultants, licensors, licensees, creditors, lessors, employees and business associates having significant business dealings with us, keep available the services of our key present employees and agents, preserve and maintain the assets utilized in connection with our business, maintain in effect all governmental authorizations and keep in full force and effect all of our material insurance policies.

Except as required by a governmental entity or applicable law, or pursuant to certain exceptions set forth in the merger agreement and the disclosure letter that we delivered in connection with the merger agreement, we agreed not to, and not permit our subsidiaries to, take any of the following actions without Atos’ written approval (which may not be unreasonably withheld, conditioned or delayed):

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The merger agreement is not intended to give Atos or Merger Sub, directly or indirectly, the right to control or direct our or our subsidiaries’ operations prior to the effective time. Prior to the effective time, each of Atos and the Company will exercise, consistent with the terms and conditions of the merger agreement, control and supervision over their respective businesses.

Acquisition Proposals

Restrictions

The Company agreed to, and to cause its subsidiaries and its and their respective directors, officers and representatives to, immediately cease any discussions or negotiations with any person conducted before the date of the merger agreement with respect to an acquisition proposal or that would reasonably be expected to lead to an acquisition proposal and to terminate access to, and request the return or destruction of any, confidential Company information provided in connection with an acquisition proposal.

Further, the Company agreed not to, and to cause its subsidiaries and its and their respective directors, officers and representatives not to, directly or indirectly:

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Exceptions

Notwithstanding the prohibition on solicitation and negotiation described above, and subject to the notice provisions described below, prior to obtaining shareholder approval of the merger agreement, in response to an unsolicited, bona fide written acquisition proposal received after the date of the merger agreement and which the Board determines in good faith, after consulting with outside legal counsel and its financial advisor (i) constitutes a superior proposal or could reasonably be expected to result in a superior proposal and (ii) that the failure to take action would be inconsistent with the Board’s fiduciary duties under applicable law, the Board may:

Notice

The Company must, as promptly as practicable (and, in any event, within 24 hours), notify Atos of any inquiries, proposals or offers with respect to an acquisition proposal or which could reasonably be expected to lead to an acquisition proposal, any requests for non-public information or data concerning the Company or its subsidiaries in connection with an acquisition proposal and any discussions or negotiations relating to an acquisition proposal that the Company, its subsidiaries or their respective representatives seek to engage in or continue. Such notice must include a summary of the material terms and conditions of any such proposal or offer and a summary of the material content of any such inquiry, as applicable. Additionally, the Company must keep Atos reasonably informed, on a prompt basis, of the status and material terms and conditions of any such acquisition proposals or requests (including any amendments, modifications or supplements thereto, within 24 hours following their receipt) and the status of any such discussions or negotiations.

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An “acquisition proposal” means any (i) proposal, offer, inquiry or indication of interest relating to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, spin-off, share exchange, asset purchase, extraordinary dividend, business combination or similar transaction involving the Company or any of its subsidiaries or (ii) direct or indirect acquisition (whether by tender offer, share purchase, share exchange or other manner) by any person or group, or any proposal, offer, inquiry or indication of interest with respect to any such direct or indirect acquisition, which, in either case, if consummated would result in any person or group becoming the beneficial owner of, directly or indirectly, in one or a series of related transactions, 20% or more of (A) the voting power or value of the equity securities of the Company or any of its subsidiaries (or any class of such equity securities) or (B) of the consolidated total assets of the Company and its subsidiaries (taken as a whole), in each case, other than the transactions contemplated by the merger agreement.

A “superior proposal” means an unsolicited, bona fide written acquisition proposal that would result in a person or group, other than Atos or any of its subsidiaries or controlled affiliates, becoming the beneficial owner of, directly or indirectly, 50% or more of the total voting power or value of the equity securities of the Company and its subsidiaries (or of the surviving entity in a merger involving the Company or the resulting direct or indirect parent of the Company or such surviving entity) or 50% or more of the consolidated total assets of the Company and its subsidiaries (taken as a whole) that the Board has determined in good faith, after consultation with its financial advisors and outside legal counsel, taking into account all financial, legal, regulatory and other aspects of such acquisition proposal and other aspects of such acquisition proposal that the Board considers in good faith to be appropriate (including the conditionality and likelihood of consummation of such proposal), (i) to be reasonably likely to be consummated in accordance with its terms and (ii) would result in a transaction more favorable to the Company’s shareholders (solely in their capacities as such) from a financial point of view than the transactions contemplated by the merger agreement (after taking into account any revisions to the terms of the merger agreement proposed by Atos in accordance with the terms of the merger agreement); provided, that such acquisition proposal did not result from a breach of the Company’s obligations described above under “—Restrictions.”

Change of Board Recommendation

Except as permitted by the terms of the merger agreement as described below, neither the Board nor any committee of the Board may:

Notwithstanding the foregoing, prior to obtaining shareholder approval of the merger agreement and subject to the notice, good faith negotiation and determination requirements described below, the Board may:

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However, a change of Board recommendation in response to a superior proposal or intervening event or action to terminate the merger agreement may not be made unless and until the Company has complied in all material respects with the restrictions applicable to the change of Board recommendation and has given Atos written notice of such action, which we refer to as the initial notice, four business days in advance, setting forth in writing that the Board intends to consider whether to take such action, the reasons for such action and, as applicable, the material terms and conditions of such superior proposal or a reasonable description of such intervening event. During such four business day period, the Company and its legal and financial advisors must negotiate in good faith with Atos and its representatives (to the extent Atos wishes to negotiate) to make any revisions to the terms of the merger agreement as would permit the Board to not effect a change of Board recommendation or take such action to terminate the merger agreement. Any material amendment to any acquisition proposal will be deemed to be a new acquisition proposal for purposes of such notice requirements, except that the obligation to give advance written notice with respect to such an amendment will be reduced to three business days. At the end of the four business day period, prior to effecting a change of Board recommendation or taking action to terminate the merger agreement, the Board must take into account any changes to the terms of the merger agreement proposed by Atos in writing and any other information offered by Atos in response to the initial notice, and must have determined in good faith that (i) in the case of a superior proposal, the superior proposal would continue to constitute a superior proposal, and (ii) in the case of an intervening event, the failure to effect a change of Board recommendation in response to such intervening event would be inconsistent with the Board’s fiduciary duties under applicable law, in each case, if such changes offered in writing were to be given effect.

An “intervening event” means an event, change, development, circumstance, fact or effect that (i) occurs or arises after the date of the merger agreement, (ii) was neither known by nor reasonably foreseeable to the Board as of the date of the merger agreement and (iii) becomes known to or reasonably foreseeable by the Board after the execution of the merger agreement and prior to the time at which shareholder approval of the merger agreement is obtained. Notwithstanding the foregoing, the following will not constitute or be deemed to be an intervening event:

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Shareholder Meeting

Subject to the Board’s fiduciary obligations under applicable law, we are required to use our reasonable best efforts to obtain the approval of the merger agreement by our shareholders. We have agreed, in accordance with applicable law and our organizational documents, to call, give notice of, convene and hold, as promptly as practicable after the filing of this definitive proxy statement, a special meeting for the purpose of securing the approval of the merger agreement by our shareholders. Unless the voting agreement is terminated as a result of the termination of the merger agreement or the shareholders are otherwise released from their voting obligations pursuant to the terms of the voting agreement, no vote of any shareholder other than the parties to the voting agreement will be required to approve the merger agreement, and the merger agreement will be approved at the special meeting.

The merger agreement provides that we may not postpone or adjourn the special meeting except if (i) as of the time for which the special meeting is originally scheduled, there are insufficient shares of common stock represented, either in person or by proxy, in order to establish a quorum or to obtain shareholder approval of the merger agreement or (ii) the Board has determined in good faith (after consultation with outside legal counsel) that it is necessary under applicable law to file and/or mail any supplement or amendment to this proxy statement to be disseminated and reviewed by our shareholders prior to the special meeting. In each case of (i) and (ii), the Company may, or if Atos so requests, will, postpone, recess or adjourn or make one or more successive postponements, recesses or adjournments of, the special meeting as long as the date of the special meeting is not postponed, recessed or adjourned more than 10 days in connection with any one postponement, recess or adjournment or more than an aggregate of 20 days from the original date of the special meeting. Additionally, under the merger agreement, within five business days prior to the original date of the special meeting or any date that the special meeting is then scheduled to be held, if the Company delivers a notice of an intent to change the Board recommendation, Atos may direct the Company to postpone, recess or adjourn the special meeting for up to 10 business days and the Company will as promptly as practicable thereafter postpone, recess or adjourn the special meeting in accordance with Atos’ direction.

Financing Cooperation

The Company has agreed to, and to use its commercially reasonable efforts to cause its representatives to, provide all customary cooperation reasonably requested by Atos in connection with any debt financing obtained by Atos or its subsidiaries for the purpose of financing Atos’ obligations under the merger agreement. The parties agreed that the Company will not be required to so cooperate to the extent it would, among other things, unreasonably disrupt the business of the Company or its subsidiaries, and any breach by the Company of its obligations to so cooperate will not constitute a breach of the merger agreement for purposes of the conditions to closing of the merger or Atos’ termination rights under the merger agreement.

Employee Benefits Matters

The merger agreement provides that Atos will provide or cause to be provided to each continuing Company employee compensation and benefits following the effective time on the following terms:

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Atos will undertake commercially reasonable efforts to (i) cause any pre-existing conditions or limitations and eligibility waiting periods under any group health plans of Atos or its affiliates to be waived with respect to the continuing employees and their eligible dependents, (ii) give each continuing employee credit for the plan year in which the effective time occurs towards applicable deductibles and annual out-of-pocket limits for medical expenses incurred prior to the effective time for which payment has been made and (iii) give each continuing employee service credit for such continuing employee’s years of service with the Company and its subsidiaries for purposes of vesting, level of benefits and eligibility to participate under each applicable Atos benefit plan, to the same extent as such continuing employee was entitled immediately prior to the effective time to credit for such service under any similar Company benefit plan in which such continuing employee participated immediately prior to the effective time, except for benefit accrual under defined benefit pension plans, for purposes of qualifying for subsidized early retirement benefits or to the extent it would result in a duplication of benefits.

Delisting and Deregistration

The Company will cooperate with Atos and use reasonable best efforts to take, or cause to be taken, all actions and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable laws and rules and policies of NASDAQ to enable the termination by the surviving corporation of the listing of common stock on NASDAQ and the deregistration of the common stock under the Exchange Act as promptly as practicable after the effective time.

Conditions to the Merger

The respective obligations of the Company, Atos and Merger Sub to consummate the merger are subject to the satisfaction or waiver at or prior to the effective time of the following conditions:

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The obligations of Atos and Merger Sub to consummate the merger are also subject to the satisfaction or waiver at or prior to the effective time of the following conditions:

Our obligation to consummate the merger is subject to the satisfaction or waiver at or prior to the effective time of the following conditions:

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Indemnification; Directors’ and Officers’ Insurance

From and after the effective time, the surviving corporation will indemnify and hold harmless, to the fullest extent permitted by law and the Company’s organizational documents in effect on the date of the merger agreement, each of the present (as of the effective time) and former directors and officers of the Company and its subsidiaries against any liabilities (including reasonable attorneys’ fees) incurred in connection with any legal proceeding or investigation in connection with, arising out of or otherwise related to matters existing or occurring prior to the effective time based on or arising out of, in whole or in part, such director’s or officer’s position as a director or officer of the Company or any of its subsidiaries (including in connection with the transactions contemplated by the merger agreement and actions to enforce such indemnification or advancement rights).

Prior to the effective time, the Company will (or if the Company is unable to, Atos will cause the surviving corporation, following the effective time, to) obtain and fully pay the premium for “tail” insurance policies for the extension of (i) the directors’ and officers’ liability coverage of the Company’s existing directors’ and officers’ insurance policies and (ii) the Company’s existing fiduciary liability insurance policies, subject to certain limitations of coverage. Any such policies must have terms, conditions, retentions and limits of liability that are at least as favorable to the insureds as provided in the Company’s existing policies as of the date of the merger agreement. The annual premium of the policies is subject to a cap of 300% of the last annual premium paid by the Company. The present and former directors and officers of the Company will have the right to enforce the provisions of the merger agreement relating to their indemnification.

Termination

We and Atos may, by mutual written consent, terminate the merger agreement and abandon the merger at any time prior to the effective time, notwithstanding any approval of the merger agreement by our shareholders.

The merger agreement may also be terminated and the merger abandoned at any time prior to the effective time as follows:

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Termination Fees

A termination fee of $111.5 million would be payable by us to Atos in the event the merger agreement is terminated:

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Fees and Expenses

All fees and expenses incurred in connection with the merger agreement and the transactions contemplated by the merger agreement will be paid by the party incurring such fees and expenses whether or not the merger is completed, except that (i) Atos agreed to reimburse the Company for all fees and expenses incurred in connection with the Company’s cooperation with Atos’ efforts to finance the transaction and (ii) if Atos commences a suit that results in a judgment against the Company for the amount of the termination fee or any portion of such fee, the Company must pay the costs and expenses (including attorneys’ fees) of Atos incurred in connection with such proceeding, together with interest on such amount accrued at a prime rate of interest.

Remedies

In the event the termination fee becomes payable, and is paid, by the Company, such termination fee will be the sole and exclusive remedy for monetary damages to which Atos and Merger Sub will be entitled.

The parties agreed in the merger agreement that immediate and irreparable harm or damage would occur in the event that any of the provisions of the merger agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, each of the parties is entitled to seek to enforce specifically the terms and provisions of the merger agreement and to obtain or to seek an injunction restraining any breach or violation or threatened breach or violation of the provisions of the merger agreement, and each party waived (i) any defense in any action for specific performance that a remedy at law would be adequate and (ii) any requirement to post a bond or other form of security as a prerequisite to obtaining equitable relief.

Modification or Amendment; Waiver

Subject to applicable law and the terms of the merger agreement, the parties to the merger agreement may amend or modify any provision of the merger agreement by a writing executed by such parties, except that any amendment or modification of certain provisions that is adverse to the rights of the lenders and commitment parties under the debt financing obtained by Atos for the purpose of financing the merger will also require the consent of such lenders and commitment parties. The conditions to the obligations of Atos, Merger Sub and the Company to consummate the merger may be waived in whole or in part by a writing executed by the party against whom the waiver is to be effective.

Governing Law

The merger agreement and its enforcement will be governed by the laws of the state of Delaware without regard to conflicts of law provisions, except as otherwise required under the laws of the state of Michigan, and except that any dispute, claim or controversy relating to the merger agreement against any lender or commitment party under the debt financing obtained by Atos for the purpose of financing the merger consideration will be governed by the laws of the state of New York without regard to conflicts of law provisions.

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THE VOTING AGREEMENT

This section describes the material terms of the voting agreement. The description of the voting agreement in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the complete text of the voting agreement, a copy of which is attached as Annex B and is incorporated by reference into this proxy statement. This summary does not purport to be complete and may not contain all of the information about the voting agreement that is important to you. We encourage you to read the voting agreement carefully and in its entirety.

Concurrently with and as a condition to Atos’ execution of the merger agreement, on July 20, 2018, directors Mr. Desai and Ms. Sethi, as well as certain of their affiliates, entered into the voting agreement. Mr. Desai, Ms. Sethi and their affiliates that are parties to the voting agreement collectively own approximately 51.07% of the total shares of outstanding common stock.

The voting agreement requires Mr. Desai, Ms. Sethi and their affiliates that are parties to the voting agreement to, among other things, vote their shares of common stock (i) in favor of the proposal to approve the merger agreement and the approval of the transactions contemplated thereby, including the merger, (ii) against any acquisition proposal and (iii) against any amendment of the articles of incorporation or bylaws of the Company or other action or agreement of the Company, in each case for which the vote of the shareholders is required to authorize such action or agreement, that would reasonably be expected to (i) result in any of the conditions to the consummation of the merger under the merger agreement not being fulfilled or (ii) prevent, materially delay or materially impair the consummation of the merger and the other transactions contemplated by the merger agreement.

However, if the Board changes its recommendation to approve the merger agreement or if the merger agreement is terminated, in each case in accordance with the terms of the merger agreement, including in respect of the Company entering into a superior proposal, as described herein, all shareholders party to the voting agreement will immediately and automatically be relieved of their obligation to approve the merger agreement and all other voting obligations under the voting agreement. Accordingly, if the shareholders party to the voting agreement are not relieved of their voting obligations, no vote of any shareholder other than the parties to the voting agreement will be required to approve the merger agreement, and the merger agreement will be approved at the special meeting. Subject to the terms therein, the voting agreement will terminate upon the earlier to occur of (i) the consummation of the merger, (ii) the termination of the merger agreement in accordance with its terms or (iii) any reduction in the amount of or any change in the form of the per share merger consideration.

The voting agreement also provides that, if the merger is completed, Mr. Desai and Ms. Sethi will not, for a five year period immediately following the closing date of the merger, directly or indirectly, either as principal, manager, agent, consultant, officer, member, stockholder, partner, investor, sponsor, lender or employee, or in any other capacity carry on, be commercially engaged in or employed by or be a consultant to or have any financial interest in, any business that is directly or indirectly engaged in the same or substantially similar business as, or competes in any material respect with, the business of the Company and its subsidiaries as conducted as of July 20, 2018; provided, however, that the ownership of not more than five percent (5%) of the stock of any publicly traded person or twenty percent (20%) of any privately held person will not be deemed a violation of the voting agreement.

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ADVISORY VOTE ON MERGER-RELATED COMPENSATION (PROPOSAL 2)

As required by Section 14A of the Exchange Act and the applicable SEC rules issued thereunder, the Company is required to submit a proposal to the Company’s shareholders for a non-binding advisory vote to approve the merger-related compensation.

The compensation that the Company’s named executive officers may be entitled to receive from the Company in connection with the merger is summarized and included under the heading “The Merger—Interests of Company’s Directors and Executive Officers in the Merger—Golden Parachute Compensation” beginning on page [●] of this proxy statement. That summary includes all compensation and benefits that may be paid or become payable to the Company’s named executive officers by the Company in connection with the merger.

The Board encourages you to review carefully the compensation arrangements for the Company’s named executive officers in connection with the merger disclosed in this proxy statement.

The Board unanimously recommends that our shareholders approve the following resolution, on a non-binding, advisory basis:

“RESOLVED, that the compensation that may be paid or become payable to the Company’s named executive officers, in connection with the merger, and the agreements or understandings pursuant to which such compensation may be paid or become payable, in each case as disclosed pursuant to Item 402(t) of Regulation S-K in “The Merger—Interests of the Company’s Directors and Executive Officers in the Merger—Golden Parachute Compensation,” including the footnotes to the table and the related narrative discussion, is hereby APPROVED.”

The proposal to approve, by a non-binding advisory vote, the merger-related compensation requires the affirmative vote of holders of a majority of the votes cast by the holders entitled to vote thereon at the special meeting. This proposal is a vote separate and apart from the vote to approve the merger agreement. Accordingly, you may vote not to approve this proposal and vote to approve the merger agreement. Because the vote on this proposal is advisory only, it will not be binding on either the Company or Atos. Accordingly, if the merger agreement is approved and the merger is completed, the compensation will be payable, subject only to the conditions applicable thereto, regardless of the outcome of the non-binding advisory vote of our shareholders.

Recommendation of Our Board

The Board unanimously recommends that the shareholders vote “FOR” the proposal to approve, by a non-binding advisory vote, the merger-related compensation.

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VOTE ON ADJOURNMENT (PROPOSAL 3)

We are asking the shareholders to approve a proposal that will give the Board the authority to adjourn the special meeting if (i) as of the time for which the special meeting is originally scheduled, there are insufficient shares of common stock represented, either in person or by proxy, in order to establish a quorum at the special meeting or to obtain shareholder approval of the merger agreement or (ii) the Board has determined in good faith (after consultation with outside legal counsel) that it is necessary under applicable law to file and/or mail any supplement or amendment to this proxy statement to be disseminated and reviewed by our shareholders prior to the special meeting. In each case of (i) and (ii), the Company may, or if Atos so requests, will, postpone, recess or adjourn or make one or more successive postponements, recesses or adjournments of, the special meeting as long as the date of the special meeting is not postponed, recessed or adjourned more than 10 days in connection with any one postponement, recess or adjournment or more than an aggregate of 20 days from the original date of the special meeting. Additionally, under the merger agreement, within five business days prior to the original date of the special meeting or any date that the special meeting is then scheduled to be held, if the Company delivers a notice of an intent to change the Board recommendation, Atos may direct the Company to postpone, recess or adjourn the special meeting for up to 10 business days and the Company will as promptly as practicable thereafter postpone, recess or adjourn the special meeting in accordance with Atos’ direction.

The Company does not anticipate calling a vote on this proposal if Proposal 1 is approved by the requisite number of shares of common stock at the special meeting.

The vote on the adjournment proposal is a vote separate and apart from the vote on the proposal to approve the merger agreement. Accordingly, you may vote to approve the merger agreement and vote not to approve the adjournment proposal or vice versa.

Approval of the adjournment proposal requires the affirmative vote of holders of a majority of the votes cast with respect to this proposal.

Recommendation of Our Board

The Board unanimously recommends that the shareholders of the Company vote “FOR” the adjournment proposal, if a vote on the adjournment proposal is called.

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MARKET PRICE OF COMMON STOCK

Our common stock is listed for trading on NASDAQ under the symbol “SYNT.” The table below shows the high and low sales price of common stock, for the periods indicated, as reported on NASDAQ.

The closing price of our common stock on NASDAQ on July 20, 2018, the last trading day immediately prior to the announcement of the merger, was $39.13 per share. On                     , 2018, the most recent practicable trading day before this proxy statement was mailed to our shareholders, the closing price for our common stock on NASDAQ was $         per share. You are encouraged to obtain current market quotations for our common stock in connection with voting your shares of common stock.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The table below presents certain information regarding the beneficial ownership of shares of common stock as of August 2, 2018, by (i) each entity we know to own 5% or more of shares of common stock; (ii) each of our directors and named executive officers; and (iii) all of our directors and executive officers as a group.

Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power over securities. Except in cases where community property laws apply or as indicated in the footnotes to this table, we believe that each shareholder identified in the table possesses sole voting and investment power over all shares of common stock shown as beneficially owned by the shareholder. For the purpose of the table below, a person is deemed to have “beneficial ownership” of any shares as of a given date over which such person has voting power, investment power, or has the right to acquire such power within 60 days after such date. Percentage of beneficial ownership is based on 82,968,320 shares of common stock outstanding as of August 2, 2018. For purposes of computing the percentage of outstanding shares held by each person or group of persons, any security which such person or group of persons has the right to acquire within 60 days after such date is deemed to be outstanding, but is not deemed to be outstanding for the purpose of computing the percentage of ownership of any other person. Unless indicated below, the address of each individual listed below is c/o Syntel, Inc., 525 East Big Beaver Road, Suite 300, Troy, Michigan 48083.

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NO APPRAISAL RIGHTS

Under Section 762(2) of the MBCA, as well as the governing documents of the Company, shareholders are not entitled to exercise dissenters’, appraisal or similar rights in connection with the merger because cash is the sole consideration to be received by shareholders.

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HOUSEHOLDING OF PROXY MATERIALS

The SEC has adopted rules that permit companies and intermediaries (such as banks and brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more shareholders sharing the same address by delivering a single proxy statement addressed to those shareholders. This practice, known as “householding,” is designed to reduce the volume of duplicate information and reduce printing and postage costs.

If you and others who share your mailing address own common stock in “street name,” meaning through bank or brokerage accounts, you may have received a notice that your household will receive only one annual report and proxy statement from each company whose stock is held in such accounts. Unless you responded that you did not want to participate in householding, you were deemed to have consented to it and a single copy of our proxy statement and annual report has been sent to your address.

We will promptly deliver separate copies of our proxy statement and annual report at the request of any shareholder who is in a household that participates in the householding of our proxy materials. You may send your request by mail to our Investor Relations department at Syntel, Inc., 525 East Big Beaver Road, Suite 300, Troy, Michigan 48083, or by telephone at (248) 619-2800. If you currently receive multiple copies of the Company’s proxy materials and would like to participate in householding, please contact our Investor Relations department at the address or phone number set forth above.

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DELISTING AND DEREGISTRATION OF COMMON STOCK

If the merger is completed, our common stock will be delisted from NASDAQ and deregistered under the Exchange Act and we will no longer file periodic reports with the SEC.

SUBMISSION OF SHAREHOLDER PROPOSALS

If the merger is consummated, we will not have public shareholders and there will be no public participation in any future meeting of shareholders. However, if the merger is not completed, we expect to hold an annual meeting of shareholders next year, in which case we will provide notice of or otherwise publicly disclose the date on which such 2019 annual meeting will be held. If the 2019 annual meeting is held, shareholder proposals will be eligible for consideration for inclusion in the proxy statement and form of proxy for our 2019 Annual Meeting of Shareholders in accordance with Rule 14a-8 under the Exchange Act and our bylaws, as described below.

Our shareholders may submit proposals that they believe should be voted upon at our 2019 Annual Meeting of Shareholders.

Shareholder proposals to be presented at the 2019 Annual Meeting of Shareholders, including proposals to submit director nominees, must be received by Syntel, Inc. not later than December 28, 2018 if they are to be included in the Company’s proxy statement for the 2019 Annual Meeting of Shareholders. Such proposals should be addressed to the Corporate Secretary at Syntel, Inc., 525 East Big Beaver Road, Suite 300, Troy, Michigan 48083 and should also be sent by email to the Corporate Secretary at Daniel_Moore@Syntelinc.com.

Shareholder proposals to be presented at the 2019 Annual Meeting of Shareholders which are not to be included in Syntel, Inc.’s proxy statement for that meeting must be received by the Company not earlier than March 8, 2019 and not later than April 7, 2019; provided, however, that in the event that the date of the annual meeting is advanced by more than 30 days or delayed by more than 60 days from such anniversary date, notice by the shareholder to be timely must be so delivered not earlier than the 90th day prior to such annual meeting and not later than the close of business on the later of the 60th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made in accordance with the procedures contained in the Company’s bylaws. Such proposals should be addressed to the Corporate Secretary at Syntel, Inc., 525 East Big Beaver Road, Suite 300, Troy, Michigan 48083 and should also be sent by email to the Corporate Secretary at Daniel_Moore@Syntelinc.com.

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WHERE YOU CAN FIND MORE INFORMATION

The Company files annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information that the Company files at the SEC’s public reference room at 100 F Street, NE, Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. The Company’s public filings are also available in electronic format to the public from commercial document retrieval services and at the website maintained by the SEC at http://www.sec.gov. Information contained on the SEC’s website is expressly not incorporated by reference into this proxy statement. You can also review the Company’s SEC filings on its website at https://investor.syntelinc.com/financial-information/sec-filings. Information included on, or otherwise accessible through, the Company’s website is not incorporated into, and does not form a part of, this proxy statement.

Shareholders may also obtain copies of any of the documents we file with the SEC, without charge, by requesting them in writing or by telephone from the Company at the following address:

Investors Relations Department

Syntel, Inc.

525 East Big Beaver Road, Suite 300

Troy, Michigan 48083

Telephone: (248) 619-2800

If you would like to request documents, please do so at least five business days prior to the special meeting in order to receive them before the special meeting.

The SEC allows us to “incorporate by reference” into this proxy statement documents we file with the SEC. This means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this proxy statement, and later information that we file with the SEC will update and supersede that information. Information in documents that is deemed, in accordance with SEC rules, to be furnished and not filed will not be deemed to be incorporated by reference into this proxy statement. We incorporate by reference the documents listed below and any documents filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this proxy statement, and before the date of the special meeting:

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROXY STATEMENT TO VOTE YOUR SHARES AT THE SPECIAL MEETING OF SHAREHOLDERS. THE COMPANY HAS NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT DIFFERS FROM THAT CONTAINED IN THIS PROXY STATEMENT. THIS PROXY STATEMENT IS DATED                     , 2018. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS PROXY STATEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THAT DATE, AND THE MAILING OF THIS PROXY STATEMENT TO SHAREHOLDERS SHOULD NOT CREATE ANY IMPLICATION TO THE CONTRARY.

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Annex A

EXECUTION VERSION

AGREEMENT AND PLAN OF MERGER

by and among

SYNTEL, INC.,

ATOS S.E.

and

GREEN MERGER SUB INC.

Dated as of July 20, 2018

TABLE OF CONTENTS

A-i