Happiest Minds shares closed at 407.15 on BSE.
Further, the proposed merger will be effected through a share swap, pursuant to which equity shareholders of Happiest Minds will receive 25 shares of ITC Infotech for every 81 shares of Happiest Minds held by them. ITC Limited will be the promoter of the merged company, with a 73.4 per cent stake.
The merger will create a scaled AI First global technology services enterprise with USD 1 billion of annual revenue expected by FY2028 , 19,000+ employees, serving 8001+ customers and operations across more than 301 countries, the company said in a statement.
The combined company will unite Happiest Minds’ strengths in AI, digital engineering, cloud, data, analytics and cybersecurity with ITC Infotech’s deep expertise in enterprise transformation, SAP, Product Lifecycle Management (PLM), cloud, Industry 4.0 and industry-specific technology solutions.
The companies expect the transaction to be completed over the next 15 months and will continue to operate independently until all approvals have been obtained. The combined company will be listed on relevant stock exchanges post receipt of all approvals, the statement said.
“There is very significant complementarity in our business portfolios which will ensure synergy. We believe that ITC Infotech is the best partner for Happiest Minds,” Ashok Soota, Chairman & Chief Mentor, Happiest Minds, said.
The coming together of our complementary strengths, deep domain expertise and future-ready capabilities will further enhance our ability to deliver cutting-edge solutions across geographies, Sanjiv Puri, Chairman, ITC Limited & ITC Infotech, said.
JM Financial Limited acted as the exclusive financial advisor to Happiest Minds and its Promoter and Promoter entities. PwC and KPMG served as the financial and tax due diligence advisors respectively to Happiest Minds, while Khaitan & Co. acted as the legal advisor to the Company in connection with the transaction. The share exchange ratio was determined based on the recommendations of joint independent valuers, PwC and Grant Thornton.