Merger and stake sale announced

Happiest Minds Technologies and ITC Infotech India have announced a merger, along with the sale of a 22.1% stake in Happiest Minds held by its promoters to ITC Infotech for approximately ₹1,330 crore. The transaction was disclosed through a stock exchange filing on August 31, according to Moneycontrol.

The stake sale involves Ashok Soota and Ashok Soota Medical Research LLP selling 3,36,61,700 equity shares of Happiest Minds, representing 22.106% of the company's paid-up equity capital. The acquisition will be completed in two tranches: the first tranche of 11% at ₹390 per share for ₹653.26 crore, and the second tranche of 11.106% at ₹400 per share for ₹676.46 crore, as reported by both Moneycontrol and trade.

Merger structure

The boards of both companies have approved a scheme of amalgamation under which Happiest Minds will merge with ITC Infotech. Under the share swap ratio, Happiest Minds shareholders will receive 25 fully paid-up shares of ITC Infotech for every 81 shares they hold in Happiest Minds. The shares issued as part of the scheme will rank pari passu with ITC Infotech's existing shares and will be listed on the BSE and NSE, according to Moneycontrol.

The exchange ratio is based on a valuation report dated August 31 issued by PwC Business Consulting Services LLP and GT Valuation Advisors, with ICICI Securities providing a fairness opinion. The implied valuation works out to ₹405 per Happiest Minds share and ₹1,312 per ITC Infotech share, according to trade.

The transaction requires approvals from the Competition Commission of India, stock exchanges, SEBI, and the National Company Law Tribunal, and is expected to complete within 15 months, with listing anticipated in Q2-Q3 FY28, as reported by trade.

Combined entity and strategic rationale

The proposed merger is expected to create a technology services business with more than 19,000 employees and over 800 customers, with the companies targeting annual revenue of $1 billion by FY28, as reported by The Hindu Business Line and Moneycontrol.

The combined entity will bring together Happiest Minds' capabilities in AI, digital engineering, cloud, data, analytics, and cybersecurity with ITC Infotech's expertise in enterprise transformation, SAP, product lifecycle management, Industry 4.0, and industry-specific technology services, according to Moneycontrol.

ITC Infotech is a wholly owned subsidiary of ITC. Following the merger, ITC is expected to hold about 73.4% of the combined company, while Happiest Minds' existing promoters are expected to hold about 7.6% and will be reclassified as public shareholders. Happiest Minds' other public shareholders will hold the remaining 19%, as reported by Moneycontrol.

The deal is seen as a significant consolidation move in India's mid-cap IT space. Tushar Badjate, Director of Badjate Stock & Shares, called it a 'significant consolidation move,' while Pareekh Jain, Founder and CEO of EIIR Trend, said mid-tier firms are merging to build scale for bidding on larger deals and investing in AI, according to The Hindu Business Line.