New Delhi [India], September 1 (ANI): The Bengaluru-based IT services company, Happiest Minds Technologies, has approved a draft scheme of amalgamation with ITC Infotech India, subject to statutory and regulatory approvals, according to an exchange filing.
The Board of Directors of Happiest Minds, at its meeting on August 31, approved the proposed merger by way of absorption with ITC Infotech. The company said the scheme is aimed at combining the complementary capabilities, customer relationships and talent pools of the two companies.
"The Board has considered and approved (subject to necessary statutory and regulatory approvals) the draft scheme of amalgamation," the company said in the filing.
Under the proposed scheme, ITC Infotech will issue and allot 25 fully paid-up equity shares of Rs 10 each for every 81 fully paid-up equity shares of Rs 2 each held by shareholders of Happiest Minds, as on the record date. The new shares will rank pari passu with existing shares of ITC Infotech and will be listed on BSE and NSE once the scheme becomes effective.
The exchange filing said the merger is expected to create a single global platform by combining the companies' capabilities and resources, with benefits including greater operational efficiency, stronger governance, increased scale, expanded customer reach and cross-selling opportunities.
"The Amalgamation, pursuant to this Scheme would, inter alia, have the following benefits: (a) Creation of a single, globally credible platform by combining complementary capabilities, customer relationships and talent pools of the Companies," Happiest Minds said.
The company also said the proposed transaction would enhance the competitive position of the combined entity as a unified digital solutions provider, while improving its ability to compete in domestic and global markets. The scheme is subject to approvals from the stock exchanges, Competition Commission of India, National Company Law Tribunal, and shareholders and creditors, as applicable.
Separately, promoter Ashok Soota and Ashok Soota Medical Research LLP have entered into a share purchase agreement with ITC Infotech for the sale of 3,36,61,700 Happiest Minds shares, representing 22.106 per cent of the company's paid-up equity share capital, for an aggregate consideration of Rs 1,329.72 crore.
The transaction will be completed in two tranches, with 11 per cent of the paid-up equity share capital to be sold at Rs 390 per share and the remaining 11.106 per cent at Rs 400 per share.
The filing said the management or control of Happiest Minds will not be impacted as a consequence of the share purchase agreement. Following completion of the first tranche, ITC Infotech may nominate one director to the Happiest Minds board as an additional non-executive director.
"The management or control of the Company will not be impacted consequent to the SPA," Happiest Minds said.
The company has also approved the proposed shift of its registered office from Karnataka to West Bengal, subject to shareholder and regulatory approvals. It has approved a postal ballot to seek shareholders' approval for the proposed shift.
Happiest Minds said its outstanding non-convertible debentures will be redeemed by September 26, 2026, and therefore no new NCDs will be issued under the proposed scheme. (ANI)
Happiest Minds approves merger with ITC Infotech; promoters to sell 22.11% stake for Rs 1,329.72 cr
