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Larsen & Toubro Infotech’s Hostile Bid for Emerging Economies Cases Journal
1–10
2020 IIM, Rohtak
Mindtree Ltd.: Much Ado About Nothing! Reprints and permissions:
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A Teaching Case DOI: 10.1177/2516604220920753
journals.sagepub.com/home/eec
Janki Mistry1
Abstract
This article tries to understand and analyse the recent acquisition of Mindtree Ltd. by the corporate conglomerate giant Larsen &
Toubro (L&T). L&T Infotech (LTI), which looks after the information technology (IT) business of the L&T group made a hostile bid for
Mindtree Ltd., one of India’s leading and fastest growing infotech companies in March 2019. The case goes on to analyse the deal and
delves into the reasons for the deal turning hostile. The objective of the case study is to understand the concept of hostile takeovers
and the business environment that augur acquisitions.
The second part of the article tries to focus on anti-takeover tactics, which the company adopts to avoid the takeover attempt.
Here, Mindtree’s decision of share buyback, immediately after L&T’s bid, has been examined. Two perspectives have been studied
here—one from the point of view of the promoters of Mindtree, and the other from the point of view of investors. There have been
certain very interesting and jocular exchanges of words between the promoters of Mindtree and LTI1 during the whole phase of takeo-
ver, which put the focus on the human element in acquisitions.
The business environment and industry analysis have been conducted to understand the nature and circumstances of the deal.
Legalities of the acquisition and dominant player misuse have also been examined.
LTI’s take on the acquisition was very clear. For them, it was a pure business deal. They were on the path for fast growth, which
Mindtree would help them achieve. Certain sectors such as Retail, Consumer Packaged goods, Media and Technology are underachieved
for LTI where Mindtree has a formidable presence. Mindtree would help LTI explore geographies in Europe that so far were unexplored.
However, for the promoters of Mindtree, this bid for takeover became an emotional issue. It all started when one of the non-
executive directors of Mindtree itself—V. G. Siddharth—came up to LTI and offered his shareholding of 21 per cent in Mindtree. LTI
grabbed this offer and went on to announce that it would acquire a total of about 60 per cent in the company, which made the other
promoters very uncomfortable. There was a lot of resistance from some of the Mindtree promoters, and certain hasty announcements
and statements in the media were also made. This interesting interlude between the two companies brought a lot of attention to the
acquisition and left the investors in a state of confusion.
The main objective of the case will be to analyse and teach the different corporate actions which took place and the strategic deci-
sions that were taken during the entire interaction between the two companies.
This case would address teaching objectives for the topics such as hostile takeovers; share buybacks as a new approach to anti-
takeover defence; political, legal and industrial analysis relevant to corporate restructuring decisions; and Hubris and Managerialism. A
separate teaching perspective on Corporate Business Communication has also been explored.
Keywords
Mindtree, L&T Infotech, acquisition, share buyback, Information Technology, L&T Infotech’s Acquisition of Mindtree-Much ado about
nothing!
It all started when the non-executive director of Mindtree Siddharth started investing in Mindtree in 1999 while it
and founder-promoter of Coffee Day Enterprises V. G. was still a struggling IT2 Start-up.
Siddharth came out in the open to sell off his close to 21
per cent stake in Mindtree. The total shareholding owned 1 Assistant Professor, Department of Business and Industrial Management,
by V. G. Siddharth individually, comprised of 5.469 Veer Narmad South Gujarat University, Surat, India.
million shares (3.3%), and the 17.4 million shares
Corresponding author:
(10.63%) were held by his company Coffee Day
Janki Mistry, Assistant Professor, Department of Business and Industrial
Enterprises. Another company called Coffee Day Trading Management, Veer Narmad South Gujarat University, Surat, Gujarat
Corporation held 10.5 million shares (6.4%) of the 395007, India.
Information Technology (IT) company Mindtree. V. G. E-mails: jdmistry@vnsgu.ac.in; janki.mistry@gmail.com
Creative Commons Non Commercial CC BY-NC: This article is distributed under the terms of the Creative Commons
Attribution-NonCommercial 4.0 License (http://www.creativecommons.org/licenses/by-nc/4.0/) which permits non-
Commercial use, reproduction and distribution of the work without further permission provided the original work is attributed as speci-
fied on the SAGE and Open Access pages (https://us.sagepub.com/en-us/nam/open-access-at-sage).
2 Emerging Economies Cases Journal
15 per cent was acquired through an open market 3. Why did Mindtree Ltd. decide to declare a Share
purchase. Buyback in March 2019? What is a Share Buyback
20.32 per cent stake of V. G. Siddharth worth about and what is its purpose? How was Mindtree’s
`32 billion was acquired. approach to and purpose for Share Buyback different?
4. What could have been the strategies that Mindtree
The total value of the deal was pegged at around `100.7 might have used to avoid the acquisition?
billion at `980 per share. This deal has been tagged as the first 5. Why were not the current managers of Mindtree
hostile takeover in the Indian IT space. LTI declared that it willing to sell to a company like LTI. (Answer from
intended to have a total stake of 66.32 per cent in the company the point of view of Hubris or Managerialism.) What
and, on 6 June 2019, increased its stake to 28.90 per cent. are your ideas regarding the cultural amalgamation
On 12 June 2019, amidst all the drama and hostility between of the two companies after Acquisition?
both the companies, a report of the independent directors of
Mindtree came out. This report claimed that the offer of `980 Declaration of Conflicting Interests
per share made by LTI was a fair offer. This again was a thumbs
The author declared no potential conflicts of interest with respect
up sign for LTI that had maintained that its offer was anything
to the research, authorship and/or publication of this article.
but hostile and Mr A. M. Naik, Group Chairman of L&T, even
said that the directors of Mindtree were in fact perpetrating
Funding
hostility and not the other way around.
Initially, LTI had offered a price of `1,150 per share with The author received no financial support for the research,
a caveat that the management cooperated in the acquisition. authorship and/or publication of this article
But since the management did not take kindly to the deal,
LTI had had to take the market route (Table A3 and A4). Notes
Share price movement of Mindtree Ltd. and LTI Ltd. 1. L&T Infotech shall henceforth be referred to as LTI in the
between the date of purchase of V. G. Siddhartha’s shares, case.
announcement of acquisition and the date of final acquisition. 2. The acronym for information technology.
Student assignment questions: 3. V. G. Siddharth will henceforth be referred to as Siddharth or
VG in the case.
4. Krishnakumar Natarajan will henceforth be referred to as KK
1. What are the factors that LTI would have considered in the article.
before the acquisition of Mindtree Ltd.?
2. Why is this acquisition referred to as ‘Hostile’? How
ORCID iD
is it different from a tender offer? When does a tender
offer convert to a ‘Bear Hug’? Janki Mistry https://0000-0001-5863-440X
Appendix A
Table A1. Financial Results of Mindtree Ltd. Before the Acquisition
March 2019 March 2018 March 2017 March 2016 March 2015
Balance Sheet of Mindtree (in ` crore) 12 months 12 months 12 months 12 months 12 months
Equities and liabilities
Shareholder’s funds
Equity share capital 164.20 163.90 168.00 167.80 83.70
Total share capital 164.20 163.90 168.00 167.80 83.70
Reserves and surplus 3,141.90 2,577.50 2,409.10 2,247.10 1,928.70
Total reserves and surplus 3,141.90 2,577.50 2,409.10 2,247.10 1,928.70
Total shareholders funds 3,306.10 2,741.40 2,577.10 2,414.90 2,012.40
Minority interest 0.00 0.00 0.00 0.00 0.00
Non-current liabilities
Long-term borrowings 0.50 0.90 1.30 1.80 2.30
Deferred tax liabilities {Net} 0.00 0.00 0.00 0.00 0.00
Other long-term liabilities 17.40 8.50 30.10 85.80 33.40
Long-term provisions 0.00 0.00 0.00 0.00 0.00
(Table A1 Continued)
Mistry 5
(Table A1 Continued)
March 2019 March 2018 March 2017 March 2016 March 2015
Balance Sheet of Mindtree (in ` crore) 12 months 12 months 12 months 12 months 12 months
Total non-current liabilities 17.90 9.40 31.40 87.60 35.70
Current liabilities
Short-term borrowings 0.00 300.00 97.80 41.50 0.00
Trade payables 213.10 171.00 165.10 189.00 53.60
Other current liabilities 502.00 392.90 408.70 415.00 346.50
Short-term provisions 139.90 121.80 110.50 128.90 206.30
Total current liabilities 855.00 985.70 782.10 774.40 606.40
Total capital and liabilities 4,179.00 3,736.50 3,390.60 3,276.90 2,654.90
Assets
Non-current assets
Tangible assets 375.70 350.90 380.90 417.30 451.30
Intangible assets 118.00 152.00 194.10 263.20 12.00
Capital work-in-progress 29.70 9.20 19.20 23.20 35.40
Fixed assets 523.40 512.10 594.20 703.70 498.70
Non-current investments 120.00 5.80 5.80 6.20 0.80
Deferred tax assets {Net} 38.80 31.80 62.40 40.90 44.90
Long-term loans and advances 67.50 75.10 66.70 65.50 65.40
Other non-current assets 188.90 154.70 153.50 151.70 100.30
Total non-current assets 1,411.80 1,233.40 1,329.60 1,449.50 802.30
Current assets
Current investments 683.60 720.60 586.90 226.60 534.30
Inventories 0.00 0.00 0.00 0.00 0.00
Trade receivables 1,335.60 1,015.50 896.20 972.80 696.30
Cash and cash equivalents 256.20 328.90 250.80 233.20 376.30
Short-term loans and advances 12.30 1.70 1.20 3.80 83.60
Other current assets 479.50 436.40 325.90 391.00 162.10
Total current assets 2,767.20 2,503.10 2,061.00 1,827.40 1,852.60
Total assets 4,179.00 3,736.50 3,390.60 3,276.90 2,654.90
Other additional information
Contingent liabilities, commitments
Contingent liabilities 376.90 159.60 138.80 176.30 142.20
Bonus details
Bonus equity share capital 147.37 147.37 151.06 151.06 67.16
Non-current investments
Non-current investments quoted market value 119.20 5.00 5.00 5.00 0.00
Non-current investments unquoted book value 0.80 0.80 0.80 1.20 0.90
Current investments
Current investments quoted market value 590.80 621.80 525.90 201.60 479.00
Current investments unquoted book value 92.80 98.80 61.00 25.00 70.00
Source: Dion Global Solutions Limited.
6 Emerging Economies Cases Journal
Balance Sheet of Larsen & Toubro March 2019 March 2018 March 2017 March 2016 March 2015
Infotech (in ` crore) 12 months 12 months 12 months 12 months 12 months
Equities and liabilities
Shareholder’s funds
Equity share capital 17.40 17.20 17.10 17.00 16.13
Total share capital 17.40 17.20 17.10 17.00 16.13
Reserves and surplus 4,876.40 3,842.60 3,127.20 2,107.50 2,010.22
Total reserves and surplus 4,876.40 3,842.60 3,127.20 2,107.50 2,010.22
Total shareholders funds 4,893.80 3,859.80 3,144.30 2,124.50 2,026.35
Minority interest 0.80 1.30 0.80 0.50 0.39
Non-current liabilities
Long-term borrowings 0.00 0.00 0.00 0.00 13.89
Deferred tax liabilities {Net} 5.60 13.20 17.10 24.80 23.80
Other long-term liabilities 93.60 104.20 0.00 0.00 53.84
Long-term provisions 29.10 27.90 28.50 23.50 10.37
Total non-current liabilities 128.30 145.30 45.60 48.30 101.90
Current liabilities
Short-term borrowings 0.00 0.00 0.00 54.60 203.64
Trade payables 466.90 388.80 336.60 340.50 271.95
Other current liabilities 968.60 803.00 745.70 448.10 172.35
Short-term provisions 210.80 184.40 161.40 145.70 281.54
Total current liabilities 1,646.30 1,376.20 1,243.70 988.90 929.48
Total capital and liabilities 6,669.20 5,382.60 4,434.40 3,162.20 3,058.11
Assets
Non-current assets
Tangible assets 305.20 250.80 257.80 279.20 274.98
Intangible assets 130.00 153.50 184.80 260.60 408.45
Capital work-in-progress 3.20 1.00 0.90 0.70 5.33
Fixed ASSETS 446.70 411.10 443.90 559.30 708.61
Non-current investments 0.10 0.10 0.00 0.00 0.00
Deferred tax assets {Net} 154.50 192.10 143.40 221.30 1.03
Long-term loans and advances 47.30 38.70 31.10 0.00 243.98
Other non-current assets 355.80 270.10 388.00 263.50 0.00
Total non-current assets 1,499.10 1,188.40 1,105.70 1,141.90 953.62
Current assets
Current investments 1,740.20 1,264.30 940.60 42.90 103.55
Inventories 0.00 0.00 0.00 0.00 0.00
Trade receivables 1,826.30 1,396.20 1,169.70 1,166.10 1,244.57
Cash and cash equivalents 415.00 363.30 379.50 203.50 200.92
Short-term loans and advances 7.10 23.80 15.90 0.00 555.45
Other current assets 1,181.50 1,146.60 823.00 607.80 0.00
Total current assets 5,170.10 4,194.20 3,328.70 2,020.30 2,104.49
Total assets 6,669.20 5,382.60 4,434.40 3,162.20 3,058.11
(Table A3 Continued)
8 Emerging Economies Cases Journal
(Table A3 Continued)
Balance Sheet of Larsen & Toubro March 2019 March 2018 March 2017 March 2016 March 2015
Infotech (in ` crore) 12 months 12 months 12 months 12 months 12 months
Other additional information
Contingent liabilities, commitments
Contingent liabilities 255.30 602.90 577.80 748.70 687.98
Bonus details
Bonus equity share capital 0.00 0.00 0.00 0.00 0.00
Non-current investments
Non-current investments quoted market value 0.00 0.00 0.00 0.00 0.00
Non-current investments unquoted book value 0.10 0.10 0.00 0.00 0.00
Current investments
Current investments quoted market value 0.00 0.00 0.00 0.00 103.70
Current investments unquoted book value 1,740.20 1,264.30 940.60 42.90 0.00
Source: Dion Global Solutions Limited.
Profit & Loss Account of Larsen & Toubro March 2019 March 2018 March 2017 March 2016 March 2015
Infotech (in ` crore) 12 months 12 months 12 months 12 months 12 months
Income
Revenue from operations {GROSS} 8,907.20 6,906.40 6,182.90 5,569.52 4,744.40
Less: Excise/sevice tax/other levies 0.00 0.00 0.00 0.00 0.00
Revenue from operations {NET} 8,907.20 6,906.40 6,182.90 5,569.52 4,744.40
Total operating revenues 8,907.20 6,906.40 6,182.90 5,569.52 4,744.40
Other income 329.00 525.40 198.30 338.61 88.78
Total revenue 9,236.20 7,431.80 6,381.20 5,908.13 4,833.18
Expenses
Cost of materials consumed 0.00 0.00 0.00 0.00 0.00
Operating and direct expenses 1,931.60 1,628.60 1,414.10 667.06 460.54
Changes in inventories of FG,WIP and stock-in 0.00 0.00 0.00 0.00 0.00
trade
Employee benefit expenses 5,128.70 4,134.80 3,597.50 3,383.84 2,806.47
Finance costs 4.30 13.80 3.20 10.36 10.42
Depreciation and amortization expenses 88.10 91.30 108.90 103.45 90.73
Other expenses 123.80 94.90 73.30 590.25 522.50
Total expenses 7,276.50 5,963.40 5,197.00 4,754.95 3,890.65
Profit/loss before exceptional, extraordinary 1,959.70 1,468.40 1,184.20 1,153.17 942.53
items and tax
Exceptional items 0.00 0.00 0.00 0.00 0.00
Profit/loss before tax 1,959.70 1,468.40 1,184.20 1,153.17 942.53
Tax expenses-continued operations
Current tax 447.60 333.00 293.40 162.71 160.28
Less: MAT credit entitlement 0.00 0.00 0.00 0.00 0.00
Deferred tax 37.00 –24.70 –46.80 52.33 9.29
Tax for earlier years 0.00 0.00 0.00 0.00 0.00
Total tax expenses 484.60 308.30 246.60 215.04 169.57
Mistry 9
Profit & Loss Account of Larsen & Toubro March 2019 March 2018 March 2017 March 2016 March 2015
Infotech (in ` crore) 12 months 12 months 12 months 12 months 12 months
Profit/loss after tax and before extraordinary 1,475.10 1,160.10 937.60 938.13 772.96
items
Profit/loss from continuing operations 1,475.10 1,160.10 937.60 938.13 773.60
Profit/loss for the period 1,475.10 1,160.10 937.60 938.13 773.60
Other additional information
Earnings per share
Basic EPS (`) 85.31 67.74 55.11 57.23 239.68
Diluted EPS (`) 84.11 66.23 53.89 57.10 229.53
Value of imported and indigenious raw materials
stores, spares and loose tools
Imported raw materials 0.00 0.00 0.00 0.00 0.00
Indigenous raw materials 0.00 0.00 0.00 0.00 0.00
Stores, spares and loose tools
Imported stores and spares 0.00 0.00 0.00 0.00 0.00
Indigenous stores and spares 0.00 0.00 0.00 0.00 0.00
Dividend and dividend percentage
Equity share dividend 452.30 313.90 170.00 590.88 480.53
Tax on dividend 84.20 50.00 27.80 110.67 90.63
Equity dividend rate (%) 2,800.00 2,150.00 1,655.00 3,525.00 2,980.00
Source: Dion Global Solutions Limited.