eTelecare Announces Definitive Agreement to Be Acquired by Ayala Corporation and Providence Equity Partners for US$9.00 per Share in Cash

Business Wire, Sept 19, 2008

SCOTTSDALE, Ariz. & MANILA, Philippines -- eTelecare Global Solutions (NASDAQ: ETEL) (PSE: ETEL), a leading provider of complex business process outsourcing (BPO) solutions, today announced that it has entered into a definitive agreement by which affiliates of Ayala Corporation and Providence Equity Partners will commence a tender offer in the Philippines and the United States to acquire up to all of the outstanding shares of eTelecare common shares, and up to all of the outstanding eTelecare American Depositary Shares, for US$9.00 per share in cash.

The offer price represents an approximate 76% premium over the company's closing price on NASDAQ on September 18, 2008. The total transaction value is approximately US$290 million.

Completion of the tender offer will be subject to the condition that at least 66.67% of eTelecare's shares and American Depositary Shares (on a fully diluted basis) are tendered in the offer, and other conditions, including regulatory approvals. The transaction is not subject to any financing conditions. The Special Committee of eTelecare's Board of Directors unanimously recommended the offer to eTelecare's Board, which, with the interested director recusing himself from the vote, unanimously approved the transaction. Additionally, several of eTelecare's shareholders have signed support agreements in favor of the transaction.

"This transaction allows eTelecare's shareholders to realize significant value from their investment in eTelecare in a timely manner," said Gary J. Fernandes, eTelecare's chairman. "The company's acquisition by Ayala Corporation and Providence will also enhance the company's ability to serve its valued customers. With access to their substantial intellectual and capital resources, the company will be well positioned to expand its role as a leader in the BPO marketplace."

"We are extremely pleased with the offer put together by Providence and Ayala," said John Harris, eTelecare's President and CEO. "Ayala Corporation has been a long term and value added shareholder, and a strong supporter of management's growth strategies. We look forward to their and Providence's participation in the company's continuing success."

"Our further investment demonstrates our confidence in the management team and 13,000 plus members of the eTelecare family," said Fred Ayala, CEO of LiveIt, the BPO investment company of Ayala Corporation. "Together with our partner Providence, the leading private equity investor in the telecom and media sectors, we will be backing the company as it continues to deliver world class service to its clients."

"We are excited to partner with such a well established and proven company as Ayala on this investment in eTelecare," said Julie Richardson, a Managing Director and acting head of Providence's Asia-Pacific operations. "This transaction underscores Providence's strategy, particularly in Asia, of partnering with local entrepreneurs and industry leaders as part of its investments. Including this transaction, Providence has committed to deals with an aggregate investment of over $1 billion in Asia."

Morgan Stanley & Co. Incorporated is acting as financial advisor to eTelecare, Pillsbury Winthrop Shaw Pittman LLP is acting as U.S. legal counsel to eTelecare and Romulo Mabanta Buenaventura Sayoc & De Los Angeles is acting as Philippines legal counsel to eTelecare. N M Rothschild & Sons is acting as financial advisor, Weil Gotshal & Manges LLP is acting as lead counsel, and SyCip Salazar Hernandez & Gatmaitan is acting as Philippines legal counsel, in each case to the investor group. Davis Polk & Wardwell is acting as counsel for Ayala.

About eTelecare Global Solutions

Founded in 1999, eTelecare Global Solutions is a leading provider of business process outsourcing (BPO) focusing on the complex, voice and non-voice based segment of customer-care services. It provides a range of services, including technical support, customer service, sales, customer retention, chat and email from both onshore and offshore locations. Services are provided from delivery centers in the Philippines, North America, and Latin America. Additional information is available at www.etelecare.com.

About Ayala

Ayala Corporation was founded in 1834 and is the holding company of one of the largest and most diversified business groups in the Philippines, with interests that include real estate, financial services, telecommunications, electronics, and information technology. LiveIt Solutions, Inc. is its holding company in the BPO sector, with significant holdings in eTelecare, Integreon and Affinity Express. Additional information is available at www.ayala.com.ph/.> About Providence

Providence Equity Partners is the leading global private equity firm specializing in equity investments in media, entertainment, communications and information companies around the world. The principals of Providence manage funds with approximately $22 billion in equity commitments and have invested in more than 100 companies operating in over 20 countries since the firm's inception in 1989. Significant investments include Aditya Birla Telecom, Bell Canada, Bresnan Broadband Holdings, Casema, Com Hem, Digiturk, Education Management Corporation, eircom, Freedom Communications, Hulu, Idea Cellular, Kabel Deutschland, Metro-Goldwyn-Mayer, NexTag, Ono, Open Solutions, PanAmSat, ProSiebenSat.1, Recoletos, TDC, Univision, VoiceStream Wireless, Warner Music Group, Western Wireless and Yankees Entertainment and Sports Network. Providence is headquartered in Providence, RI (USA) and has offices in New York, Los Angeles, London, Hong Kong and New Delhi. Additional information is available at www.provequity.com.