MERGERS AND ACQUISITIONS

Merger of Tech Mahindra and Mahindra Satyam

PROJECT REPORT: group 2

Faculty: Prof. Prantik ray

Submitted by: Abhishek singh (G11002) Neeraj mohan (G11027) Sumit Mittal (G11050) Vishal sinha (G11059)

Merger of Tech Mahindra and Mahindra Satyam

1.0 Tech Mahindra

1.1 About the Company Tech Mahindra is part of the US $14.4 billion Mahindra Group and is a leading global systems integrator and business transformation consulting organization, focused primarily on the telecommunications industry. Tech Mahindra expanded its IT portfolio in 2009 by acquiring the leading global business and information technology services company, Mahindra Satyam (earlier known as Satyam Computer Services). Tech Mahindras capabilities spread across a broad spectrum, including Business Support Systems (BSS), Operations Support Systems (OSS), Network Design & Engineering, Next Generation Networks, Mobility Solutions, Security consulting and Testing. The solutions portfolio includes Consulting, Application Development & Management, Network Services, Solution Integration, Product Engineering, Infrastructure Managed Services, Remote Infrastructure Management and BSG (comprises BPO, Services and Consulting). With an array of service offerings for TSPs, TEMs and ISVs, Tech Mahindra is a chosen transformation partner for several leading wireline, wireless and broadband operators in Europe, Asia-Pacific and North America. In the Telecom sector, Tech Mahindra has niche and proven domain expertise, distinctive IT skills, research and development, innovative delivery models and approach to off-shoring. Companys solutions enable clients to maximize returns on IT investment by achieving faster time to market, reduced total cost of ownership resulting into high levels of customer satisfaction. Tech Mahindras achievements have been recognized by various industry analysts, forums and clients winning several prestigious awards and accolades.

Tech Mahindra has a global footprint through operations in more than 31 countries with 17 sales offices and 15 delivery centers. Assessed at SEI CMMi Level 5, Tech Mahindra's track record for value delivery is supported by over 42,500 professionals who provide a unique blend of culture, domain expertise and in depth technology skill sets. Its development centers are ISO 9001:2008 & BS7799 certified.

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1.2 History

1.3 Board of Directors

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1.4 Financials

Source : Myiris.com 1.5 Financial Highlights Combined Revenue CAGR growth at 32.1% from 2006 to 2011 4 times increase in Revenue from 2006 to 2011 Operational Profitability increased 3 fold between 2006 and 2011 Only niche/ single vertical company to reach a billion dollar in revenue

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2.0 Mahindra Satyam

2.1 About the Company Mahindra Satyam formerly Satyam Computer Services, was founded in 1987 by B Ramalinga Raju. The company offers consulting and information technology (IT) services spanning various sectors, In June 2009, the company unveiled its new brand identity Mahindra Satyam subsequent to its takeover by the Mahindra Groups IT arm, Tech Mahindra on April 13,2009. It is ranked #5 in Indian IT companies and overall ranked #153 by Fortune India 500 in 2011. 2.2 Financials

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2.3 Financials Combined Entity

2.4 Highlights Revenue grew 8 times from $ 280 Mn in 2006 to $ 2255 in 2011 EBIDTA grew 5.3 times from $60 Mn in 2006 to $ 319 in 2011

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2.5 Snapshot of the Key Elements of the Combined Entity

2.6 Synergy$2bn+ global business & IT services provider focused on leveraging 1. Marquee clients across verticals 2. Leadership in digital convergence; well positioned in Manufacturing, BFSI, Retail & Healthcare 3. Strong positioning in Enterprise services 4. Synergies across customer base

3.0 Deal Background

History: The Satyam Computer Services scandal was a corporate scandal that occurred in India in 2009 where Chairman Ramalinga Raju confessed that the company's accounts had been doctored. He acknowledged that company overstated its profits and revenues and operating margin. This causes the free fall of stock to 11.50 rupees on 10 January 2009, their lowest level since March 1998, compared to a high of 544 rupees in 2008. Fraud leads to several arrests. The Indian Government has stated that it may provide temporary direct or indirect liquidity support to the company. On 11 January 2009, the government nominated noted banker Deepak Parekh, former NASSCOM chief Kiran Karnik and former SEBI member C Achuthan to Satyam's board. On 13 April 2009, via a formal public auction process, a 46% stake in Satyam was purchased by Mahindra & Mahindra owned company Tech Mahindra, as part of its diversification strategy. Effective July 2009, Satyam

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rebranded its services under the new Mahindra management as "Mahindra Satyam" with a new corporate website www.MahindraSatyam.com. Before current merger tech Mahindra is already having a 43% stake. Tech Mahindra pursue this deal through a swap ratio of two shares of its own to every 17 share held by Satyam shareholders. Various analyst and investment companies like Bloomberg has valued this deal of approx. 1.8 billion.

4.0 The Deal

2:17 Swap Ratio The Board of Directors at Tech Mahindra and Mahindra Satyam approved the merger ratio of 2 Tech Mahindra shares for every 17 shares of Mahindra Satyam. The Mahindra Group will own 26.3% in the combined entity, British Telecom will own 12.8%, 10.4% will be held as treasury stock, 34.4% to be held by the public shareholders of Mahindra Satyam and the balance 16.1% will be held by the public shareholders of Tech Mahindra. Tech Mahindra will issue 103.4m new shares, thereby increasing its outstanding shares to 230.8m and its equity capital to INR2,308m.

5.0 Motivation behind the deal of Tech Mahindra and Mahindra Satyam
Tech Mahindra is a pioneer company in high end systems and business transformation consulting organization has clear focus on telecommunications industry. Its counterpart Mahindra Satyam is a pioneer in international business and information technology consulting and Services Company. The combined entity will have more than 75000 human capital , over 350 clients and a revenue of approx. $2.4 billion through new offshore services. It will also lead to diversified global footprint and global share which is expected as Americas: 42% Europe: 35% Emerging markets: 23% This merger will help to upgrade their process and performance of business. This merger will open up new horizon for opportunities. Following are the major reason for the merger.

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The key motivation behind the deal is to decrease Tech Mahindra's reliance on its largest client, British Telecom

British Telecom accounts 35 % of the Tech Mahindra revenue. It will drop to around 19 % after Tech Mahindra absorbs Satyams client base

The joint entity will have a unified go to-market strategy with revenues spread across telecom, manufacturing, media & entertainment, banking and insurance, along with retail and healthcare

The merger will create the fifth largest software services exporter by market cap and revenues, as well as headcount, behind TCS, Infosys, Wipro and HCL Technologies.

We can compare the combined entity with peer companies.

Source: TechMahindra_SPA_220312.pdf

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6.0 Valuation of the deal

Following Assumptions are taken while doing the valuation: 1. Revenue growth is taken in line with NASSCOMs predict of 11-14% (SPA-The Financial Advisors Report) 2. Risk free rate is taken as 8.81% 91 day Tbill rate (source:

http://www.rbi.org.in/home.aspx) 3. Risk premium taken as 10.76% (source: Prof. P. Mohantys Website) 4. Terminal Growth rate is taken as 6%. 5. Reduction in operating cost due to synergy is taken as 5%. 6.1 Tech Mahindra valuation: We have used Discounted cash flow of valuation approach in valuing Tech mahindra. The CAGR from 2008-11 in sales is 11%. We have taken 8% growth rate in 2012 and 2013 and 9% in 2014-16. This was due to bad macro scenario, TechMs over-exposer to telecom and overreliance to British telecom, which is retendering projects. The operating margins are taken as 20% of sales throughout the forecast period. CAPEX is taken as 1% of sales. TechM Debt/ equity ratio is 53.88 % making it high debt company.

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The enterprise value of TechM comes out to be Rs 9,238 Cr.

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6.2 Mahindra Satyam Valuation: the Enterprise value of Mahindra Satyam comes out to be Rs 8478 Cr

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6.3 TechMSatyam Valuation:

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The Enterprise value of combines entity comes out to be Rs 18,204 Cr.

Swap Ratio :

Comparative Ratios Pre and Post Merger:

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7.0 Post-Merger Challenges

The merged entity has become the fifth largest Indian IT Services Company. And thus the strength of a bigger balance sheet, increased level of expertise and knowledge base and enlarged client base will enhance its ability to bid for the larger projects but it would be possible only after it can overcome the following challenges.

Seamless integration of the entities: The biggest challenge for the merged entity would be the seamless integration of both the entities avoiding any major conflict and chaos and achieving the potential synergies. As per our groups estimation, a significant source of synergy would be the reduction in cost (around 5%). The merger will add some economic value only if co-ordination and synchronization is there to achieve the benefits of synergies and potential opportunities.

Management challenges Though both the entities before merger have similar culture still there are many other challenges that management has to overcome. One such challenge is regarding collection days, while the Mahindra Satyam took 87 days to collect outstanding sales, Tech Mahindra required 111 days (based on data as on September 30, 2011). This is on the higher side compared with the DSO of 60-80 for top IT players. After the merger, the company will have an exposure to diverse verticals and solution platforms. Management has to make sure that the company can overcome this challenge and convert it into an opportunity and a competitive advantage. Pending legal cases There are several pending legal cases related to the fraud at Satyam which can become a major challenge for the merged entity. The estimated cost of these litigations can be more than Rs 3,000 Crores, which can severely impact the cash flows of the company.

8.0 Final comments & Recommendation

The valuation done by our group shows that both the entities will benefit from the merger. All the stakeholders (except few higher level managers who might risk their position in the restructuring process) shall benefit from the merger (provided the implementation is successful as per the plans).

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There has been a run-up in the stock price after the announcement of merger which indicates positive market sentiments/expectations. This is likely to offer more stability to Tech Mahindra, which traditionally has been a single vertical player catering to telecom operators across the globe. Also, it will gain from benefits of scale. The combined entity will figure among the country's top IT exporters, which will improve overall visibility of its offerings and may impart a positive bias to its valuations in future. The merger will also increase the number of shares available (free float) for trade in public shareholders of the merged entity compared to the current free float of Tech Mahindra, thereby adding to the scrip's liquidity. We believe that focus would now shift to the execution and realization of synergy. Thus, our analysis clearly appreciates the decision of many shareholders to buy the shares of the company on the announcement of the deal. Few days after the announcement, market has digested the news which is clearly visible in the significant increase in the share prices of the company (up from 683.9 on 20 Feb to 724.8 on 22 Mar). Based on our recommendation, the company is poised for long term growth and holds promises for its shareholders in future.

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