Virtusa Announces Agreement with New Mountain Vantage Advisers In Connection with Election of Directors to Virtusa Board and Pending Acquisition by BPEA

Virtusa Corporation (NASDAQ GS: VRTU), a leading IT services provider that enables the digital transformation of Global 2000 enterprises by designing, building and implementing the end-to-end technology solutions that are essential to compete in a digital-first world, today announced that it has entered into an agreement with New Mountain Vantage Advisers, L.L.C. (“NMV”), which economically owns approximately 10.8 percent of Virtusa’s outstanding common stock, regarding the election of directors and Virtusa’s pending acquisition by BPEA.

Pursuant to the agreement, NMV has withdrawn its nominations for directors at the Company’s 2020 Annual Meeting of Stockholders (the “Annual Meeting”). Following the Annual Meeting, which was held on October 2, 2020, the Virtusa Board has appointed Patricia "Patty" Morrison as a new independent director, effective immediately.

Additionally, NMV has entered into a voting agreement under which NMV will vote in favor of the previously announced transaction with Baring Private Equity Asia (BPEA) under which BPEA will acquire Virtusa for $51.35 per share in cash. The BPEA transaction remains on track to close in the first half of 2021.

Kris Canekeratne, Chairman and CEO of Virtusa, said, “We appreciate New Mountain’s constructive engagement with regard to this mutually beneficial agreement, and we are excited to welcome Patty Morrison to the Virtusa Board. We are also pleased to have New Mountain’s support as we work towards completing our pending transaction with BPEA and delivering maximum value to Virtusa shareholders."

"In reaching this agreement with New Mountain, we are supplementing our Board with a distinguished new director in Patty," said Rowland T. Moriarty, Lead Independent Director of Virtusa’s Board of Directors. "Patty will add important healthcare IT experience and diversity to the Board that will complement the areas of expertise of our existing directors. We look forward to her contributions as we continue to build on our momentum.”

“New Mountain Vantage would like to thank our fellow shareholders for their strong support at Virtusa’s 2020 Annual Meeting,” said Chad Fauser, Head of Engagement at NMV. “In light of the signed merger agreement with BPEA, we have decided to support the transaction in order to minimize any unnecessary distractions for Virtusa as it moves towards closing. We are pleased that the value of Virtusa increased substantially since the initiation of our engagement this spring. We are confident that the Virtusa Board, together with the new addition of our independent nominee Patty Morrison, will give due consideration to any superior proposals that may arise in a manner consistent with the terms of the merger agreement.”