Market
Outlook
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India
Research
March 22, 2012
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The swap ratio approved by the board of both the companies is 2:17, i.e., 2shares of Tech M (face value of
`
10 each) for every 17 shares of Satyam (facevalue of
`
2 each). The merger process could take up to nine months to completeand will be effective from April 1, 2011. The standard procedure for mergers – approvals of shareholders and courts, in this case of the Andhra Pradesh andMumbai High Courts, and so on – will follow. On a pro-forma basis, MahindraGroup will own 26.3% in the combined entity, British Telecom (BT) will own12.8%, 10.4% will be held as treasury stock, 34.4% will be held by publicshareholders of Mahindra Satyam and the balance 16.1% will be held by publicshareholders of Tech M. The intention of creating treasury stock is to allow thecompany greater liquidity when needed. This, especially in the matter ofacquisitions, is on the agenda of the both companies. Tech M will issue 10.34crnew shares, thereby increasing its outstanding shares to 23.08cr and its equitycapital to
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230.8cr.The combined entity will have revenue run-rate of US$2.4bn+ – this size willenable the company to participate in larger deals and improve deal win rates.Tech M will now have a broader service offering. As of now, its entire revenuecomes from the telecom vertical, which has been shrinking over the past couple ofyears. After the merger, contribution from telecom would come down to sub-50%(47-48%). The combined entity will have a broad based play across industriessuch as manufacturing, BFSI, telecom, technology and media, retail, transportand logistics and lifesciences and healthcare. Also, the revenue portfolio – geography wise – will be well balanced with a diversified global footprint thatwould boast of contribution from Americas at 42%, Europe at 35% and emergingmarkets at 23%. Operational costs, too, would come down on merger synergies.Also, Tech M’s dependence on its top client BT would come down considerably asthe combined entity would derive ~17% of its revenue from BT, while Tech Mcurrently derives 35% of its revenue from BT. The combined entity would have75,000 employees, across 54 countries, and over 350 customers. Post themerger, the entity would have net cash surplus of
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1,600cr-1,800cr.
We maintainour Accumulate recommendation on Tech Mahindra; the target price is, however,under review.
Economic and Political News
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Corporate News
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94,000
Source: Economic Times, Business Standard, Business Line, Financial Express, Mint