1 day ago
ITC Infotech, Happiest Minds Announce Merger; Shares In Focus
ITC Infotech and Happiest Minds want to become one company.
The deal would combine their technology businesses and expertise.
Happiest Minds works in areas such as artificial intelligence, cloud, data and cybersecurity.
ITC Infotech works in enterprise transformation, SAP, engineering and industry-specific technology solutions.
ITC Infotech will first buy about 22.1% of Happiest Minds from its promoters.
The rest of the merger would happen by exchanging shares.
Happiest Minds shareholders would receive 25 ITC Infotech shares for every 81 shares they own.
Regulators, shareholders and other authorities must approve the plan.
The companies expect the process to take about 15 months and will remain separate until then.
ITC Infotech and Happiest Minds Technologies announced plans to merge through a share-swap transaction.
ITC Infotech will acquire about 22.1% of Happiest Minds from its promoter and promoter entities for Rs 1,330 crore.
Happiest Minds shareholders will receive 25 ITC Infotech shares for every 81 shares held.
The merger requires shareholder, statutory and regulatory approvals, including from the Competition Commission of India and the National Company Law Tribunal.
The companies expect completion within 15 months and will operate independently until approvals are secured.
- Who
- ITC Infotech and Happiest Minds Technologies, along with their shareholders, promoters and parent company ITC Limited.
- What
- The companies announced a proposed merger involving a 22.1% stake purchase and a share swap.
- Where
- The transaction involves relevant stock exchanges and Indian regulatory authorities; the companies’ operating locations were not specified.
- When
- The transaction is expected to be completed over the next 15 months, subject to approvals.
- Why
- The companies said their complementary technology capabilities, shared values and customer focus could support greater scale, growth and global competitiveness.
Key facts
- Transaction structure
- Merger through a share swap, preceded by ITC Infotech acquiring a minority stake.
- Stake acquisition
- About 22.1% of Happiest Minds from the promoter and promoter entities.
- Consideration
- Rs 1,330 crore, at an average price of about Rs 395 per share.
- Share-swap ratio
- 25 ITC Infotech shares for every 81 Happiest Minds shares held.
- Expected timeline
- Completion expected over approximately 15 months.
- Required approvals
- Shareholder, statutory and regulatory approvals, including those from the Competition Commission of India, relevant stock exchanges and the National Company Law Tribunal.
- Post-merger status
- The combined company is expected to be listed on relevant stock exchanges after completion.
Quotes
Sanjiv Puri
Chairman of ITC Limited and ITC Infotech
“I am particularly encouraged by the shared values, people and customer centricity that define our organisations. We look forward to the invaluable experience, expertise and dedication of the employees of Happiest Minds as we embark on this exciting new chapter.”
businesstoday.in
Joseph Anantharaju
Co-chairman and CEO of Happiest Minds
“Beyond the strategic fit, this partnership is anchored in shared values, customer focus, and a commitment to innovation. Together, we are building a stronger platform for long-term growth and global scale.”
businesstoday.in
Sources
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