ETEL Etelecare Global Solutions ADS (MM)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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SCHEDULE TO/A
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 3)

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eTelecare Global Solutions, Inc.
(Name of Subject Company (Issuer))

Common Shares and
American Depositary Shares (each representing one Common Share)
(Title of Class of Securities)

CUSIP No. 29759R102
(CUSIP Number of Class of Securities)

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COPY TO:

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CALCULATION OF FILING FEE

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Estimated for purposes of calculating the amount of filing fee only. The calculation assumes the purchase of all outstanding common shares, par value PhP2.00 per share (" Common Shares "), and American Depository Shares, each representing one Common Share (" ADSs " and together with Common Shares, the " Shares ") of eTelecare Global Solutions, Inc., a Philippine corporation (the " Company "), at a purchase price of $9.00 per share (the " Offer Price "). As of December 10, 2008, there were: (i) 29,646,239 Common Shares outstanding (which includes 10,557,821 Common Shares underlying ADSs) and (ii) 10,557,821 ADSs outstanding. The calculation of the transaction valuation assumes the purchase of 29,646,239 Shares.

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The filing fee was calculated in accordance with Rule 0-11 under the United States Securities Exchange Act of 1934, as amended, by multiplying the transaction value by 0.00003930.

           ý     Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

           o     Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

          Check the appropriate boxes below to designate any transactions to which the statement relates:

          Check the following box if the filing is a final amendment reporting the results of the tender offer: ý

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        This Amendment No. 3 (" Amendment No. 3 ") filed under cover of Schedule TO and Schedule 13E-3 amends and supplements the Tender Offer Statement, Rule 13E-3 Transaction Statement and Amendment No. 4 to Schedule 13D originally filed under cover of Schedule TO (which collectively constitutes the " Schedule TO ") with the United States Securities and Exchange Commission (the " United States SEC ") on November 10, 2008, as each was amended by Amendment No. 1 thereto filed on November 25, 2008 and Amendment No. 2 thereto filed on December 9, 2008, by (1) EGS Acquisition Co LLC, a Delaware limited liability company (the " Purchaser "); (2) EGS Luxco S.àr.l, a Luxembourg limited liability company and wholly-owned direct subsidiary of Providence VI (as defined below) (" Luxco "); (3) EGS Dutchco B.V., a Dutch private company with limited liability and wholly-owned direct subsidiary of Luxco (" Dutchco "); (4) EGS Corp., a Philippine corporation jointly owned by NewBridge (as defined below) and Dutchco (" Philippine Topco "); (5) EGS Acquisition Corp., a Philippine corporation and wholly-owned subsidiary of Philippine Topco (" Philippine Purchaser "); (6) Ayala Corporation, a Philippine corporation (" Ayala "); (7) Azalea International Venture Partners Limited, a British Virgin Islands company and direct subsidiary of Ayala (" Azalea "); (8) LiveIt Investments Limited, a British Virgin Islands company and direct subsidiary of Azalea (" LiveIt "); (9) NewBridge International Investment Ltd., a British Virgin Islands company and a direct subsidiary of LiveIt (" NewBridge " and, together with Philippine Topco, Ayala, Azalea and LiveIt, the " Ayala Entities "); (10) Providence Equity Partners VI International L.P., an exempted limited partnership registered in the Cayman Islands (" Providence VI "); (11) Providence Equity GP VI International L.P., an exempted limited partnership registered in the Cayman Islands, and sole general partner of Providence VI (" Providence GP "); and (12) PEP VI International Ltd., an exempted company incorporated in the Cayman Islands with limited liability, and sole general partner of Providence GP (" PEP VI " and, together with Luxco, Dutchco, Philippine Topco, Providence GP and Providence VI, the " Providence Entities ," and collectively, the Purchaser, the Philippine Purchaser, the Ayala Entities and the Providence Entities constitute the " Filing Persons ").

        All capitalized terms used in this Amendment No. 3 which are undefined shall have the meanings ascribed to them in the Schedule TO and the Offer to Purchase filed as an exhibit thereto.

        The Offer expired, as scheduled, at 2:00 p.m. Philippines time, 1:00 a.m. New York City time, on Thursday, December 11, 2008. All the Common Shares and ADSs validly tendered in the Offer have been accepted for purchase by the Purchaser. A press release announcing the completion of the Offer and the approximate number of Common Shares and ADSs validly tendered and accepted for purchase was issued on December 11, 2008, a copy of which is filed as an exhibit to this Amendment No. 3 and incorporated herein by reference.

Item 12.    Exhibits.

        Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

Exhibit No.		Description
(a)(1)(P)		Press Release, dated December 11, 2008.

ii

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iii

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Represents the number of Shares accepted for purchase by EGS Acquisition Corp. pursuant to the Offer.

iv

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Represents the number of Shares accepted for purchase by EGS Acquisition Corp. pursuant to the Offer.

v

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Represents the number of Shares accepted for purchase by EGS Acquisition Corp. pursuant to the Offer.

vi

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Represents the number of Shares accepted for purchase by EGS Acquisition Corp. pursuant to the Offer.

vii

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*

Represents the number of Shares accepted for purchase by EGS Acquisition Corp. pursuant to the Offer.

viii

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Represents the number of Shares accepted for purchase by EGS Acquisition Corp. pursuant to the Offer.

ix

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Represents the number of Shares accepted for purchase by EGS Acquisition Corp. pursuant to the Offer.

x

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Represents the number of Shares accepted for purchase by EGS Acquisition Corp. pursuant to the Offer.

xi

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Represents the number of Shares accepted for purchase by EGS Acquisition Corp. pursuant to the Offer.

xii

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Represents the number of Shares accepted for purchase by EGS Acquisition Corp. pursuant to the Offer.

xiii

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Represents the number of Shares accepted for purchase by EGS Acquisition Corp. pursuant to the Offer.

xiv

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SIGNATURES

        After due inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Dated: December 11, 2008

xv

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xvi

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xvii

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xviii

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EXHIBIT INDEX

xix

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xx

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Item 12. Exhibits.

SIGNATURES
EXHIBIT INDEX