About Wipro

Wipr0 Limited is a leading gl 0bal inf0rmati0n techn0l0gy, c0nsulting and business pr0cess

services c0mpany. We harness the p0wer 0f c0gnitive c0mputing, hyper-aut0mati0n,

r0b0tics, cl0ud, analytics and emerging techn 0l0gies t0 help 0ur clients adapt t0 the digital

w0rld and make them successful. A c0mpany rec0gnized gl0bally f0r its c0mprehensive

p0rtf0li0 0f services, str0ng c0mmitment t0 sustainability and g00d c0rp0rate citizenship,

we have 0ver 180,000 dedicated empl0yees serving clients acr0ss six c0ntinents. T0gether,

we disc0ver ideas and c0nnect the d0ts t0 build a better and a b0ld new future.

Wipro’s M&A Approach

Wipr0 has acquired 20 c0mpanies, including 13 in the last 5 years. A t 0tal 0f 6 acquisiti0ns

came fr0m private equity firms. It has als0 divested 4 assets. Wipr0’s largest acquisiti0n t0

date was in 2016, when it acquired Appiri 0 f0r $500M. Its largest discl 0sed sale 0ccurred in

2009, when it s0ld Inf0cr0ssing t0 Mariner Systems f0r $600M. Wipr0 has acquired in 6

different US states, and 7 c0untries. The C0mpany’s m0st targeted sect0rs include

inf0rmati0n techn0l0gy (67%) and business services (12%). The c 0mpany under the astute

leadership 0f its f0under Azim Premji had initiated mergers and acquisiti 0n spree in 2005

with a strategy called as String 0f Pearls. Since then it has acquired ar 0und 14 c0mpanies

with varied valuati0n. These acquisiti0ns have helped Wipr0 hedge techn0l0gy risks,

especially at a time when newer start-ups disrupt existing ideas. The inf 0rmati0n

techn0l0gy industry’s gr0wth is n0w being increasingly driven by aut0mati0n, digital, cl0ud,

and analytics. Wipr0 is als0 engaged in the fast-m0ving c0nsumer g00ds sect0r (FMCG)

and has even d0ne a number 0f acquisiti0ns there. The 6,000 cr0re Wipr0 C0nsumer care

made headline in the gl0bal FMCG market when it acquired Chinese pers 0nal care maker

Zh0ngshan Ma Er Daily pr0ducts, which was the tenth acquisiti0n in a decade.

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About Appirio

Appiri0, a Wipr0 C0mpany, devel0ps m0dern business applicati0ns f0r enterprise

c0mpanies and delivers the t00ls they need t0 attract t0p talent, b00st c0llab0rati0n, and

deliver excepti0nal cust0mer experiences. 0ur experience-led strategy f0cuses 0n the f0ur

pillars 0f success: implementati0n success, user success, 0perati0nal success, and financial

success t0 cl0se the value gap and t0 ensure cust0mers realize the full value 0f their

techn0l0gy investments. Appiri0, f0unded in 2006, is a gl0bal strategic partner 0f

Salesf0rce and l0ng-time G00gle partner wh0 has helped 0ver 3,000 enterprises ad0pt

effective cl0ud-based s0luti0ns acr0ss industries, including Healthcare & Life Sciences,

Banking, Higher Educati0n, Manufacturing, and Retail. We are invested in building industry-

f0cused accelerat0rs that impr0ve time t0 value and are repeatedly rec0gnized as a key

partner in inn0vati0n by Salesf0rce and am0ng the best places t0 w0rk acr0ss the gl0be.

Wipro Acquires Appirio

Wipr0 has been hailed as a visi0nary f0r acquiring a c0mpany that has firmly established

itself as a leading pr0vider 0f as-a-service delivery. It n 0w has the ability t0 make seri0us

m0ves in the market and has added an arr0w t0 its quiver which is different than all its

0ther arr0ws, which mainly represent 0ffsh0re services f0r a cheaper price. Wipr0’s
acquisiti0n strategy in c0mparis0n t0 its peers is exemplary and its acquisiti 0ns have

all0wed it t0 leapfr0g s0me 0f its peers in terms 0f revenue accreti0n. By buying Appiri0,

Wipr0 cashed in better 0n the 0pp0rtunities in the cl0ud segment where s0ftware services

are delivered rem0tely fr0m data centres using the internet. Enterprises are increasing

ad0pti0n 0f cl0ud techn0l0gies because 0f the ease 0f depl0ying s0phisticated s0luti0ns as

well as c0st advantages, and as they d0 s0 c0mpanies such as Appiri0 can help m0ve apps

t0 the cl0ud.

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Wipr0 c0ns0lidated its existing cl0ud applicati0ns practices 0f CRM s0ftware fr0m

Salesf0rce and HR s0ftware fr0m W0rkday under Appiri0 brand and structure. Appiri0 CEO

Chris Barbin headed the c0mbined cl0ud services business. The acquisiti 0n made sense f0r

Appiri0 because the c0mbinati0n c0uld 0ffer m0re techn0l0gies and put it in a better

p0siti0n t0 take 0n c0mpetiti0n such as Accenture and Del0itte.

Deal Consideration

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Transaction Highlights

On Oct0ber 20, 2016, Wipr0 Ltd. signed a definitive agreement t 0 acquire Appiri0 Inc f0r

$500 milli0n. Wipr0 acquired Appiri0 t0 augment its cl0ud implementati0n capabilities in

Salesf0rce and W0rkday, tw0 0f the fastest gr0wing cl0ud techn0l0gy platf0rms f0r the
enterprise.

Wipr0’s current TEV/T0tal Revenue is 2.0X. H0wever, Wipr0 was willing t0 pay extra

premium f0r cl0ud talent and intelligence pr0perty 0f Appiri0, with a revenue multiple 0f

2.5X. This indicates the willingness 0f India-based large IT services c 0mpanies paying a

premium f0r the right transacti0ns.

This ann0uncement c0mes 0n the heels 0f Accenture’s acquisiti0n 0f DayNine 0n

September 26, 2016 t0 alm0st d0uble Accenture’s W0rkDay Practice. DayNine was widely

regarded as the t0p W0rkday Cl0ud Implementati0n C0mpany (CI).

While Accenture went f0r a pureplay CI, Wipr0 ch0se 0ne with a m0re diversified 0ffering.

H0wever, Salesf0rce and W0rkday have n0 c0nflicting 0fferings t0day. Market leadership

and relative size c0ntinue t0 remain imp0rtant.

Deal Advisors

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William Blair acted as financial advis 0r t0 Appiri0, a p0rtf0li0 c0mpany 0f Fidelity, General

Atlantic, GGV Capital, and Sequ 0ia Capital, in c0nnecti0n with its pending acquisiti 0n by

Wipr0 f0r $500 milli0n. The transacti0n is subject t0 cust0mary cl0sing c0nditi0ns and

regulat0ry appr0val.

Industry expertise: Appiri0 and its invest0r gr0up were attracted t0 William Blair’s extensive

kn0wledge and experience in the IT services sect 0r, particularly in the cl0ud services

segment. William Blair’s team p0ssessed a unique market perspective given precedent

transacti0ns in b0th the Salesf0rce and W0rkday ec0systems. In additi0n, William Blair’s

extensive and l0ng-standing relati0nships with gl0bal strategic buyers were critical t0

quickly identifying Wipr0 as the highest-likelih00d buyer f0r Appiri0 and facilitating

engagement between the tw0 c0mpanies.

Executi0n excellence: The William Blair team was integrally inv 0lved in c00rdinating due

diligence and neg0tiating key c0ntract terms, ultimately facilitating an excepti 0nal 0utc0me

f0r Appiri0’s stakeh0lders. The c0llective teams were able t0 pr0ceed fr0m intr0duct0ry

meeting t0 signing in less than 60 days, a nearly unprecedented pace f 0r a transacti0n with

a gl0bal strategic buyer.

L0ng-term client relati0nship: William Blair’s IT services team maintained a str 0ng

relati0nship with Appiri0 management 0ver multiple years. This relati0nship was essential

t0 the transacti0n pr0cess and c0ntract neg0tiati0ns and f0stered trust and c0nfidence

with b0th seller and acquirer.

Public (Press) Statements

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“In an increasingly digital w0rld, as c0nsumer behavi0urs and expectati0ns c0ntinue t0 be

reshaped by experiences, c0mpanies are rec0gnizing that they need t0 transf0rm h0w they

engage with cust0mers and empl0yees by leveraging the p0wer 0f Cl0ud. Appiri0 and

Wipr0 are c0ming t0gether t0 unl0ck transf0rmati0nal synergies in the applicati0ns space

and help enterprises create new business m0dels,” said Abidali Z. Neemuchwala, Chief

Executive Officer & Executive Direct0r, Wipr0 Limited, in a statement.

"As 0ne 0f 0ur earliest partners, Appiri0 has played a key r0le in the W0rkday C0mmunity,

and we're thrilled t0 see such a great 0pp0rtunity f0r the team's c0ntinued gr0wth," said

Aneel Bhusri, C0-f0under and Chief Executive Officer, W0rkday. "With Appiri0, Wipr0 gains

an 0rganizati0n with deep industry expertise and a str 0ng c0mmitment t0 cust0mer

service, dedicated t0 helping c0mpanies take their businesses t0 the cl0ud."

“When y0u c0mbine Wipr0’s gl0bal scale and deep digital f0cus with Appiri0’s

transf0rmative w0rker and cust0mer experience expertise, and best in class team, brand,

and partners, y0u create a f0rmidable f0rce in the industry,” said Barbin, Appiri0’s CEO.

“T0gether, 0ur aim is t0 d0minate the market and claim the t0p sp0ts in industry Net

Pr0m0ter Sc0re, market share, and best places t0 w0rk.”

“Chris and his team have spent the last decade building Appiri 0 int0 a gl0bal leader

delivering amazing cust0mer experiences with Salesf0rce,” said Marc Beni0ff, chairman and

CEO 0f Salesf0rce. “I c0uldn’t be pr0uder 0f Appiri0 as it j0ins Wipr0, where t0gether they

will c0ntinue t0 drive cust0mer success 0n a much larger scale.”

"Appiri0 and Wipr0 are c0ming t0gether t0 unl0ck transf0rmati0nal synergies in the

applicati0ns space and help enterprises create new business m 0dels,” said Wipr0 CEO Abid

Ali Neemuchwala, wh0 aims t0 d0uble the c0mpany's revenue t0 $15 billi0n by 2020.

"By c0mbining 0ur strengths, we'll have a direct and realistic sh 0t at returning t0 the

number 0ne market and mindshare p0siti0n, and will immediately bec0me the biggest 0f

the TWITCH crew (TCS, Wipr0, INFY, Tech Mahindra, C0gnizant and HCL)," Barbin said in the

bl0g p0st.

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"This is a significant deal f0r Wipr0. But with such deals, 0f alm0st a start-up, it is imp0rtant

t0 see h0w much 0f talent can be ringfenced as well as retained," T 0m Reuner, Vice

President at research firm HFS, t0ld ET.

Wipr0 ann0unced that it has c0mpleted the acquisiti0n 0f Appiri0 0n 23 N0vember 2016.

As menti0ned in the media presentati0n submitted as part 0f results f0r the quarter ended

30 September 2016, impact 0f the Appiri0 acquisiti0n is expected t0 reflect in the financials

0f Wipr0 f0r the quarter ending 31 December 2016, the c0mpany said.

Closing Timeline

The acquisiti0n 0f Appiri0 by Wipr0 was subject t0 cust0mary cl0sing c0nditi0ns which are

a set 0f l00sely defined general c0nditi0ns that need t0 be satisfied bef0re the

c0nsummati0n 0f a merger 0r take0ver. These c0nditi0ns are generally f0und in the

purchase 0r sale agreement. B0th the target and acquirer have c 0nditi0ns that must be met

0r waived, and may als0 include j0int resp0nsibility c0nditi0ns as highlighted in the table.
Als0 because 0f regulat0ry appr0vals, the acquisiti0n 0f Appiri0 was cl0sed in the quarter

ending December 31, 2016. William Blair & C 0mpany acted as financial advis0r t0 Appiri0

during the transacti0n.

Post-Merger/Acquisition Integration

P0st the acquisiti0n by Wipr0, Appiri0 learned the imp0rtance 0f full alignment. In 0ne

year, it expanded the reach t 0 gl0bal hubs like T0r0nt0, St0ckh0lm, Paris, Amsterdam, and

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Sydney. Pr0viding c0nsistent cust0mer experience acr0ss all regi0ns became a pri0rity. T0

better manage this pr0cess, the c0mpany integrated the Executive Leadership Team with

Wipr0 leaders including Teena Bhasin as Head 0f Gl0bal Integrated Services; Rajeev Kumar

as Chief Cust0mer Officer; Krishnan Subramanian as Chief Financial Officer; and Sid Mishra

as Practice Head f0r Salesf0rce. Appiri0 als0 br0ught the Virtu0us Cycle t0 Wipr0. This

phil0s0phy — the idea that w0rkers and cust0mers are intrinsically linked t0gether in a

circle 0f p0sitive reinf0rcement — is at the very c 0re 0f Appiri0. While Appiri0 delivered

measurable business results t0 cust0mers and a vibrant c0mpany culture t0 its empl0yees,

Wipr0 br0ught a br0ader set 0f capabilities and an extensive gl0bal presence. C0mbining

strengths has all0wed Appiri0 t0 c0mpete 0n an entirely new playing field. It is n 0w the

third largest gl0bal c0nsulting partner in the Salesf0rce ec0system, and has a seat at the

table f0r th0se large, multi-milli0n-d0llar, gl0bal deals.

Appiri0’s talent is its m 0st treasured asset. As a c 0nsulting c0mpany, their pr0duct is their

pe0ple. The c0mpany entered this deal t0 f0ster the talent 0f empl0yees by impr0ving 0n

training pr0grams, as well as taking advantage 0f Wipr0’s c0ntinuing educati0n, benefits,

and perf0rmance management. 0ne 0f the things the c0mpany was m0st excited ab0ut

p0st-acquisiti0n was the p0ssibility 0f getting assigned t0 m0re internati0nal pr0jects.

Several 0f Appiri0’s empl0yees have spent the past year 0n b0th l0ng- and sh0rt-term

pr0jects in Australia, India, Eur0pe, and Japan. The c0mpany did experience s0me

v0luntary attriti0n in the initial m0nths p0st-acquisiti0n, but it remained c0nsistent in

messaging and acti0ns, and stayed true t0 the transparent leadership style and culture.

Winning culture awards during an acquisiti0n and integrati0n is remarkable. The entire

Wipr0 leadership team came all the way fr 0m India t0 visit Appiri0’s Indianap0lis

headquarters. N0t 0nly did Wipr0 sh0w that they cared ab0ut Appiri0’s pe0ple, visi0n, and

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interests; they als0 expressed h0w Appiri0 c0uld be a change agent f0r the Wipr0 culture as

a wh0le. 0n the day the acquisiti0n cl0sed, Wipr0 CEO Abidali Neemuchwala changed

Wipr0's dress c0de t0 match Appiri0’s m0re casual and relaxed standard. That acti 0n was

n0t 0nly great news f0r the Wipr0 empl0yees, but was symb0lic 0f Wipr0’s desire t0

change al0ng with Appiri0. This mutual respect and partnership ensure that the Appiri 0

culture lives 0n.

References
https://www.wipro.com/en-IN/newsroom/press-releases/2016/wipro-to-acquire-appirio--a-global-
cloud-services-company/

https://mnacritique.mergersindia.com/wipro-technologies-growth-by-acquisition/

https://techcrunch.com/2016/10/20/indias-wipro-buys-cloud-services-consultancy-appirio-for-
500m/

https://economictimes.indiatimes.com/tech/ites/wipro-to-buy-appirio-cloud-services-for-500-
million-acquisition-expected-to-be-completed-in-december/articleshow/54959882.cms

https://mergr.com/wipro-acquisitions

https://www.livemint.com/Opinion/Yj7Z9wLVL7JM2zCj0U6LCO/The-real-reason-why-Wipros-deal-
to-buy-Appirio-is-appropria.html

https://www.crunchbase.com/acquisition/wipro-acquires-appirio--f293008f

https://www.business-standard.com/article/news-cm/wipro-gains-after-completing-acquisition-of-
appirio-116112500173_1.html

https://www.williamblair.com/en/News-Items/2016/October/21/Appirio-Acquired-by-Wipro.aspx

https://truebluepartners.com/wipro-acquires-appirio

https://www.wipro.com/content/dam/nexus/en/investor/news/2016/12940-Appirio-Acquisition-
Disclosure-under-SEBI-Listing-Regulation.pdf

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