Proficient Finstock LLP, Birlasoft Ltd., National Engineering Industries Limited and Kishor Patil offered to acquire 26.6% stake in KPIT Technologies Limited for INR 9.3 billion,
January 28, 2018
Share
Proficient Finstock LLP, Birlasoft (India) Ltd., National Engineering Industries Limited and Kishor Patil offered to acquire 26.6% stake in KPIT Technologies Limited (BSE:532400) for INR 9.3 billion on January 29, 2018. As per the terms of offer, offer price is INR 182 per share. Proficient Finstock LLP, Birlasoft (India) Ltd., National Engineering Industries Limited and Kishor Patil will acquire 51.3 million shares. The consideration will be paid in cash. Proficient Finstock LLP, Birlasoft (India) Ltd., National Engineering Industries Limited and Kishor Patil will acquire 5.5%, 18.17%, 0.83%, and 1.5% stake respectively. Upon completion, Proficient Finstock LLP, Birlasoft (India) Ltd., National Engineering Industries Limited and Kishor Patil will hold 19.99%, 18.17%, 0.83%, and 2.01%% stake respectively.
In a related transaction, the Board of Directors of KPIT Technologies Limited, Birlasoft and KPIT Engineering Limited have approved a draft composite scheme of arrangement pursuant to which: (a) Birlasoft is proposed to merge and amalgamate with KPIT Technologies Limited; and (b) the engineering business of KPIT Technologies Limited is proposed to, on a going concern basis, be demerged and transferred to KPIT Engineering Limited. The acquirers have adequate financial resources to meet their obligations under the Offer and have made firm financial arrangements for the acquisition of the equity shares and to meet other obligations under the Open Offer. The transaction is subject to approval of Competition Commission of India, approval of shareholders of KPIT Technologies Limited and Birlasoft (India) Ltd., stock exchange approval and other regulatory approval. The offer is not conditional upon any minimum level of acceptance. As of April 3, 2018, Competition Commission of India has approved the transaction. The offer will start on March 26, 2018 and will end on April 10, 2018. As of April 13, 2018, the offer will start at April 16, 2018 and will close on April 27, 2018.
Naaz Khan of Kotak Securities Limited acted as broker and Ganesh Rane of Kotak Mahindra Capital Company Limited acted as manager to Proficient Finstock LLP, Birlasoft (India) Ltd., National Engineering Industries Limited and Kishor Patil. Sumeet Deshpandey of Link Intime Private Limited acted as registrar to the offer. Haigreve Khaitan, Niren Patel, Ashraya Rao, Saswat Subasit, Aparajita Chakraborty, Arindam Ghosh, Moin Ladha, Arpita Anand, Shashank Patil, Daksha Baxi,inita Krishnan, Surajkumar Shetty, Shabnam Shaikh, Jimmy Bhatt and Ankit Namdeo, Avaantika Kakkar, Kirthi Srinivas, Balaji Venkatakrishnan, Nupur Pandit, Enakshi Jain and Madhusmita Deept of Khaitan & Co acted as legal adviser to Birlasoft (India) Ltd. EY India acted as financial advisor to KPIT Technologies.
Birlasoft Limited is an India-based company, which is engaged in providing information and communication, computer programming, consultancy, and related activities. The Company provides a range of services, which includes digital and enterprise technologies and services. Its digital services include data analytics, connected products, intelligence automation, connected products, cloud, and blockchain. Its enterprise technologies and services include customer relationship management, manufacturing, execution systems, product lifecycle management, supply chain management, information technology (IT) transformation, applications management, testing, infrastructure, and cloud technology. Its solutions include intelliAsset, TruView contract lifecycle management (CLM), Supplier Risk Rader, submission automation, and AKOYA. It serves various industries, which include automotive, banking, manufacturing, capital markets, insurance, media and entertainment, energy and resources, and others.
Proficient Finstock LLP, Birlasoft Ltd., National Engineering Industries Limited and Kishor Patil offered to acquire 26.6% stake in KPIT Technologies Limited for INR 9.3 billion,