Mindtree Case

IMB 825
MINDTREE LIMITED: HOSTILE ACQUISITION
J. RAMACHANDRAN AND SRESTHA DUTTA
J Ramachandran, Professor of Strategy, and Srestha Dutta, (PGPEM Class of 2017), prepared this case for class discussion. This case is not
intended to serve as an endorsement, source of primary data, or to show effective or inefficient handling of decision or business processes.
Copyright © 2020 by the Indian Institute of Management Bangalore. No part of the publication may be reproduced or transmitted
in any form or by any means – electronic, mechanical, photocopying, recording, or otherwise (including internet) – without the
permission of Indian Institute of Management Bangalore.
This document is authorized for use only in Prof. G. Naresh's MBA & MBA-BA 2021-23_Term VI/Mergers & Acquisition at Indian Institute of Management - Ranchi from Jan 2023 to Jul 2023.
Mindtree Limited: Hostile Acquisition
March 17, 2019. Subroto Bagchi, co-founder and member of the board of Mindtree Limited, tweeted:i
An imminent threat of hostile takeover of Mindtree has made me to resign from the Government to be
able to go, save the company. I must protect the Tree from people who have arrived with bulldozers &
saw chains to cut it down so that in its place, they can build a shopping mall.
Two days later, describing the take-over bid as “a grave threat to the unique organisation collectively built
over 20 years”, Bagchi along with the three remaining co-founders – Chairman N. Krishnakumar (KK),
CEO Rostow Ravanan, and Chief Operating Officer, N S Parthasarathy – posed the following five questions
to L&T, one of India’s largest conglomerates with interests in engineering, construction, manufacturing,
technology and financial services (see Appendix), that had acquired a 20% stake in the company:ii
1. You have chosen to mount the first ever 'hostile takeover' in the 50-year-old unblemished Indian IT
industry. If you persist in what you are doing, you will be forever remembered for this. Is this how you
want to set an example?
2. You are a company with a turnover of ₹120,000 crore [crore = 10 million]. You are 18 times our size.
Why can't you build a great technology business with all your resources and capability without
decimating another organisation?
3. Our customers choose us for our unique culture. They will stall all future business and even take their
business elsewhere. In the process, you would have demolished shareholder value for both companies.
Is this the right thing to do?
4. This is a people's business. Our people have signed up for a mission and not just a salary. Take their
mission away and they will go. What would you be left with?
5. If companies like you behave with extreme hostility to first generation entrepreneurs, what message are
you giving to all start-ups in the country?
MINDING THE TREE
Two decades ago, in 1999, Bagchi, KK and eight other veterans of Indian IT industry came together to set
up a company that would later be described by the New York Times as a different kind of company – a
“value based, socially sensitive” entity. The company’s declared mission was to “deliver business enabling
software solutions, by creating partnership with our customers, in a joyous environment for our people”.
Bagchi explained:iii
The first part is about our business space. We want to be a “business enabling software solutions”
company. The second part has to do with our approach. We want to be what we want to be in
“partnership” with our customers. After all the wisdom of the world is not in us… we do not want to
present ourselves as people who can transform our customer’s business all by ourselves. It is only when
a partnership is struck, we are able to be our best to deliver value…the third part of the Mission
Statement talks about a “joyous environment for our people”…we envisage a workplace that looks
beyond the beaten concepts of people orientation…to create “joy” in the minds and hearts of those who
work with us.
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The founders declared that they would consider themselves fulfilled if, by 2005, they could achieve the
following four visions.iv
• Achieve $100 million in revenues [later revised to $121 million; We thought, at a lower run rate,
we would not have critical mass to be a world class company. At a size less than that, the company
will not be interesting to investors and employees].
• Establish development centres in four international locations [it also reflected a model by which we
may grow our competencies wherever it makes best sense, but we will also keep the kitchen close
to the dining table of our customers].
• Create ownership through stock options at all levels in the organization with the intent of making a
“substantial, irreversible difference in the lives of ordinary people” [History tells us that it is always
the ordinary people, who given a cause and the wherewithal deliver extra-ordinary impact on a
substantial scale].
• Commit a significant portion of our PAT to support enhancement of primary education in the
societies we work in [Our fourth vision bound us all on an emotional chord that was central to the
motivation to create wealth. We see ourselves as a knowledge company. As a result, we want to
support knowledge where its making is most fragile. We want to put aside a significant portion of
our profits every year to support government sector’s primary schools in the societies that we work
in…our vision to make indelible difference to at least some of these schools makes business sense.
It will help us attract a kind of employee, and in turn, it will help us attract a special kind of
customer”].
To fund the company, the group raised $9.5 million from the US venture fund, Walden, and, a young local
venture capital firm founded by VG Siddhartha that had profitably backed Infosys Limited. Later,
explaining the rationale behind their choice of venture funds, KK advised:v
You should choose somebody who you’re comfortable with, believes in your vision, and wants to work
with you. Because business is all about ups and down; you will never be in a smooth curve just going
up. So, you need investors who say, ‘it’s not going well now, so how do I help the entrepreneurs?
Living the Destiny
The new company’s first break came from Lucent Technologies: a $300,000 win that went on to grow to a
million dollar plus account. Other early wins included Avis, Franklin Templeton, and Unilever. Bagchi
said:vi
All great companies owe their existence to these early customers who often assume disproportionate
risk to become the Patron Saint.
Even as the company met with success finding other patron saints, the leadership experienced the challenges
of building a culture that was a blend of “high-caliber local feel” consulting and “disciplined” offshore
software development. Bagchi said:vii
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The style of consulting folks was one of authority and confidence, with the ability to articulate and be
upfront. Consultants demonstrated high physical and mental energy…in their interactions form precedes
substance…on the other hand folks who came from a software development background were
understated, deferential. They had invisible but sustained energy. In their paradigm substance was
everything…the fusion of the two was key to our differentiation.
To build this blended culture, the team articulated the company’s values [Caring, Learning, Achieving,
Sharing and Social Sensitivity], and importantly, integrated them into the company’s performance
management system by evaluating how everyone demonstrated adherence to the company’s values. Bagchi
said:viii
The job of management is to set the values and walk the talk—you don’t want to worry about culture.
If people live the values, the culture can take care of itself. However, for a newly created organization
that attracts talent from a host of different entities, the challenge can be significant as people invariably
bring their own baggage and creating a shared understanding of the values can be a long and arduous
process. Leaders need to budget for both.
Other challenges included negotiating the after-effects of the “9/11 terrorist attacks” and surviving the
slowdown that followed the “dot-com burst”. Bagchi said:ix
[A leading financial analyst] asked me about my perspective on Mindtree’s future. I told him something
that has since become part of me in a deep personal sense. Think of the farmer. He tills the land, sows
the seed, replants the saplings, removes the weeds, irrigates, fertilizes, guards the crop now standing tall
with harvest ready to go home. Then one night, a hurricane comes and uproots everything. What does
the farmer do? He moves on. He waits for the monsoon to come again and goes back to till the land.
Enterprise builders need to learn from the humble farmer…develop the inner strength to move on to the
task we see as our destiny.
Going Public
By 2007, turnover crossed $100 million and the company emerged as a full-service software player. The
enterprise services arm of the company, for instance, entered into a multi-year, multi-million dollar
outsourcing contract with Volvo, the Swedish auto major. Meanwhile, the technology services arm
delivered the world’s smallest Bluetooth protocol stack that went into handheld devices and other
appliances for Japanese electronics majors like Sony and Epson. A strategic alliance with Borland Software
resulted in the launch a state-of-the-art Centre of Excellence (CoE) in India. The company also became the
youngest to join the elite club of seven companies across industries to be assessed at Level 5 on the people
capability maturity model framework of SEI.
In 2004, realizing that inorganic growth was inevitable, the company embarked on a series of acquisitions
(see Exhibit 1). These were directed at improving its capabilities as well as expanding footprint. While the
acquisition of the 120 people strong software division of ASAP with its strengths in SAP implementation,
maintenance, and application integration, strengthened Mindtree’s 50-member SAP implementation team,
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the acquisition of Linc Software Services, which had offices in the United States, the United Kingdom,
Singapore, Switzerland and Australia, enabled the company to foray into these markets. And by the time it
went public, Mindtree had emerged as a credible alternative to the IT majors like TCS, Infosys, Wipro, etc.
The company’s $50 million IPO was oversubscribed 103 times.
Discord
On Mindtree's 10th anniversary, Ashok Soota, the founder chairman, announced a target of $1 billion in
revenue by 2014. To achieve this ambitious target, the company forayed into making products. It acquired
the India R&D center of Kyocera Wireless with the intent of launching its own mobile handsets and
generating revenues of $100 million by 2014. However, the investments required to sustain the business
proved to be much larger than the leadership team had anticipated. A year later, in October 2010, after
incurring significant losses, Mindtree exited the products business and decided to focus only on services.
While both the entry and exit decisions were approved by the company’s board – most analysts criticized
the board for showing poor judgment in entering the business – the foray had caused fissures among the
founding team. Bagchi was reportedly unhappy with the company's acquisition-led growth strategy as it
was draining resources and leadership attention. Soota quit and set up a rival firm “Happiest Minds.” VG
Siddhartha bought out Soota’s stake and became the single largest shareholder of Mindtree (see Exhibit 2)
and KK took over the reins as CEO.
Back to Basics
The new leadership restructured the seven business units into two verticals – IT Services, accounting for
nearly two-thirds of the revenues, and Product Engineering Services accounting for the rest – and exited
unprofitable accounts. KK said:x
Our customers are demanding expertise and specialisation. Hence, one of the key elements of this rejig
was to choose segments we did not want to be in.
Growth returned and performance improved, but the company fell well short of its revenue ambition of $1
billion by 2014. Four acquisitions in quick succession helped narrow the gap. More importantly, order
bookings improved from $646 million in FY 2015 to $886 million in FY 2016; in the fourth quarter of the
FY 2016 alone, the company added 37 new clients, the highest since the first quarter of FY 2013.xi When
Bagchi accepted the invitation from the Government of Orissa, his home state, to head the State’s skill
development initiative, KK became Chairman and Ravanan, the CEO. Performance improved as the
company’s digital initiatives gained significant traction (see Exhibit 3). Mindtree ended FY 2018 strongly
with revenues of $846.8 million and profits of $88.4 million (see Exhibit 4); client satisfaction ratings as
well as the company’s share price at over ₹1000 per share in April 2018 were hitting new highs when
signals of the gathering storm started appearing on the horizon.
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STORM WARNING
In January 2018, VG Siddhartha, informed the leadership team of his plans to divest his over 20% stake in
the company to reduce the mounting debt in his various other enterprises that included the flagship, Café
Coffee Day Enterprises. The plans of this committed investor who had unequivocally backed the founders
– “even when the Mindtree management would miss its quarterly targets, it’s unlikely he would criticise
them”xii – did not cause serious concern. KK said:xiii
Our relationship with Siddhartha is very cordial…has great respect for the management of Mindtree…
We are confident Siddhartha will not do anything that will disrupt the company.
Nevertheless, to avoid any disruption, the leadership team requested Siddhartha not to sell the entire holding
to any other single entity but instead sell them either in the secondary market or to a group of private equity
(PE) investors but with no board seats. Ravanan had once said:xiv
For an organisation, a stable ownership is clearly a huge advantage because, like Hitler learned, you
cannot fight a war on many fronts. Attracting customers, retaining talent and strategy are daily battles.
Then, if you also have to have a boardroom fight and manage investors, it would sap the energy of the
leadership team.
In March 2018, to pursue the stake sale, unencumbered by his responsibilities as a director, Siddhartha
stepped down from the board and started talks with two private equity (PE) firms – KKR & Baring PE.
While interested, both the PE firms wanted voice in the company’s decision-making including
representation on the Board. The founders were reluctant to acquiesce to the demands of both the PE firms.
Assurances to the founders from Baring that it did not intend to merge Hexaware, another mid-tier software
services company in which it had a significant stake with Mindtree, did not assuage the founders’ fears. A
Baring official commented:xv
Private equity can’t be like Siddhartha. We can be friendly, but we too have investors to answer to and
they seek a particular IRR (internal rate of return) on our investments.
To quell the speculations that the founders also planned to sell their stakes – the PE firm KKR reportedly
offered to buy their stakes along with that of Siddhartha – Ravanan declared that the founding team had
no plans to exit the company. They instead reinforced their commitment to grow the company and outlined
plans to future proof the company by committing $2 million to pursue research in next generation
technologies like Artificial Intelligence (AI), cognitive technologies, and quantum computing in
collaboration with Stanford University. They also sought to allay fears about Mindtree’s dependence on
the largest client, Microsoft. They informed the analysts that the company worked with Microsoft in
several areas – engineering services, intelligence and analytics, customer support, cloud services
implementation, internal IT, etc. – and importantly, decision-making at Microsoft was decentralized.
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Interested Party
Siddhartha after failing to find a financial investor interested in buying his stake, reached out to L&T.
According to Subrahmanyan, CEO of L&T, the Mindtree leadership had approached L&T 5 years ago to
take a stake in Mindtree. He said:
We were not keen at that time as Siddhartha was not keen to sell at that time and we were very small in
IT area. Today, we have a $2 billion IT business which is growing at the rate of 20 to 22 per cent.
Siddhartha told me that for 19 years, he was involved in the company, (and) he was emotional about it.
He wanted it housed in a company with good governance, in a safe place with good ethics and values
and good management. “And therefore, I would like to give it to you. You tell me the price." We
analysed it, then convinced the chairman and the board, and we decided to go forwardxvi… In the past,
the L&T’s top management mind was on EPC business, which is our bread and butter and the emphasis
was less on IT services. But this is changing.xvii
Comparing the IT services business, which commands over 20% margin at the EBITDA level (see Exhibit
5), to the EPC business, he said:xviii
These businesses (services) from inherent nature are more profit making, contracts are less risky, and
growth can be faster than other business.
L&T’s decision to go forward was in part influenced by the company’s failure to get approval for its plans
to use the surplus cash to buy back its own shares to the tune of ₹9000 crores from the Securities and
Exchange Board of India (SEBI). Shankar Raman, the CFO of L&T said:xix
[The cash] is earning 5 per cent return…So, the focus is on how to grow this investment rather than
defend the investment. From L&T shareholders’ point of view, committing Rs. 9,000 crore in Mindtree
is not a big deal…We need to have a much larger vision about investment in growing businesses.
Subrahmanyan added:xx
Engineering, procurement and construction (EPC) and projects will go on…there are people in those
businesses, and they have their ambitions. But when we look at the overall profile of the company, heavy
investment that needs to be done (in EPC) has already been made in the past decade. We do not see any
major factory or manufacturing unit would need to be put up.
Analysts considered Mindtree to be an excellent acquisition target as the company had been able to execute
better than its peers, other mid-tier IT services companies (see Exhibit 6). For the L&T Group, Mindtree
was an attractive target because it would enable the Group to achieve greater scale as well as expand scope
(see Exhibit 7). Subrahmanyan explained:xxi
Today, we have a $2 billion IT business which is growing at the rate of 20 to 22 per cent. L&T Infotech
is into banking, insurance, manufacturing, oil and gas energy verticals…Mindtree, which is into retail,
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hospitality, travel and technology is totally different. With this acquisition we will have $3 billion IT
business and may be that would give us some respectability from scale point. And maybe it would also
give us a front seat at NASSCOM [the industry association].
L&T reportedly offered a price of ₹1150 per share – close to Mindtree’s all-time high price (see Exhibit 8)
– provided Siddhartha ensured the founders were onboard with the idea because of the people-centric nature
of the IT services business.xxii The Mindtree founders however saw L&T as a hostile party and opposed the
idea of the latter buying Siddhartha’s stake. KK explained:
We are here to build a great institution…have role models such as N R Narayana Murthy, who built a
great institution like Infosys1. It’s only logical to aspire to be like thatxxiii……we saw the whole digital
transformation unfolding and made early investmentsxxiv… we have done all the work. We tilled the
land, fertilised it, put the right seeds, and it is starting to grow well. It may give us a great yield. Now,
if a tornado spoils that, it’s not the right thing for the shareholdersxxv.
According to Ravanan:xxvi
[the shareholders of the company] are in best hands with founders at the drivers’ seat. Mindtree has been
an outstanding investment since our IPO in 2007. It is a board-managed company and we have a fully
engaged and thoughtful board who keeps the interests of all stakeholders in everything that we do. We
have the right strategy and have made the investments required to succeed.
No White Knight
Between December 2018 and February 2019, several meetings were held between L&T top brass and the
Mindtree founders, but they did not lead to an amicable solution. Subrahmanyan said”xxvii
[We] told them…it was their shareholder who had come to us. If we don’t buy it, some third party will
come, and you have no background on them.
Bemoaning the absence of a policy framework that enabled issuance of shares with differential voting rights
(DVR) that could potentially insulate founders of technology companies from takeover threats,2 the
promoters hired the investment bank Avendus to help them find a white knight. High net worth individuals
and family-owned business were approached to buy Siddhartha’s stake, but it did not yield any results.
Likewise, the outreach to institutional shareholders in L&T and alerting them to the downsides of a hostile
deal in a people intensive business such as IT services too failed to make an impact. And on March 16,
1
Infosys Ltd was founded by seven Indian engineers in 1981 and went on to become the second largest software services firm in India with a
market cap of over $48 billion in March 2019. For more on Infosys, see Infosys Limited: Governance Imbroglio
(https://hbsp.harvard.edu/product/IMB805-PDF-ENG).
2
SEBI, which had banned the issue of shares with DVRs in 2009, issued a draft policy framework aimed at allowing domestic companies to issue
shares with differential voting rights: “Raising equity on a periodic basis leads to dilution of founder stake, which can be effectively addressed
through use of DVRs …these (new age) firms, continuously require equity infusion to grow, which dilutes the founder’s stake…retaining the
founder’s interest and control in the business is of great value to all shareholders.
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2019, in a last-ditch attempt to thwart Siddhartha’s stake sale to L&T, Mindtree founders announced the
possibility of a share buyback. V Balakrishnan, former CFO and board member of Infosys, said:xxviii
Looks like there’s a big disconnect between the single-largest shareholder and the management. No
company announces a buyback when a large shareholder is trying to sell his stake. As the price goes up,
the transaction will be revisited by the interested party. It will now be costlier for any entity to take
control of the company.
KK also wrote to the L&T board asking them to refrain from acquiring Mindtree shares.xxix
[we] had expressed our concerns based on data relating to previous integrations of large IT services
providers, that any transaction with you would be value destructive to Mindtree and all its stakeholders.
When we met, you had categorically stated that your organization does not support “hostile”
acquisitions. But unfortunately, we could not see eye to eye on various business and governance matters
and in good faith expected you to cease pursuing Mindtree as a potential target. The continued media
reports since then are leading us to believe otherwise.
Subrahmanyan was puzzled:xxx
Even this morning…I called [KK] Mr Natarajan. He came for my son’s wedding. They have never raised
any issues about business or governance with us (at the meetings).
When asked why the founders were terming L&T’s interest as a hostile one, KK said:xxxi
We are not giving any new definition of what is called a hostile takeover. According to English
jurisprudence, the directors have a fiduciary responsibility, the largest shareholder also has a fiduciary
responsibility. There is nothing wrong with him (V G Siddhartha) monetising his stakes, but he can't
sell the company. There is a vast difference between the two. We are not saying it is illegal. But, is it
fair practice? …The responsibility of a large shareholder is also that of stewardship, which can't be
defined by law.
The founders also reached out to their top clients like Microsoft to seek their support. Subrahmanyan,
however, remained unperturbed. He said:xxxii
Microsoft (Mindtree’s biggest client) knows us well3; they have been with L&T for the last 20-25 years.
The entire management of Microsoft is well known to me.
THE STORM
On March 18, 2019, L&T acquired Siddhartha’s 20.4% stake in Mindtree@₹980 per share, a premium of
1.8% over the closing price. The company also announced it intended to purchase an additional 15% from
3
LTTS, for example, was Microsoft’s Gold Partner with eight Gold competencies and 50-plus industry solutions on the Microsoft Azure stack.
Page 9 of 24
the open market (at up to ₹980 per share) as well as make an open offer to shareholders of Mindtree for
another 31%. Subrahmanyan said:xxxiii
We don’t take a minority position in any company. We want minimum 26% stake and if possible, we
want to have a majority stake…we need to have a say in the board…We want to tell Mindtree
management and its staff that it is a win-win deal for both of us.
The founders however did not see it as a win-win deal. KK said:xxxiv
We don't see any strategic advantage in the transaction and strongly believe that the transaction will be
value destructive for all shareholders. Our collective success depends on building and nurturing
relationships with our clients and partners. This unexplainable transaction will bring disruption to those
relationships and impair Mindtree's ability to differentiate itself in the market that continue to deliver
client value and great shareholder return.
Bagchi tweeted:xxxv
Mindtree has not been designed as an asset to be bought and sold…It is a national resource. It has a
unique culture that humanizes the idea of business. It sets the standards of corporate governance.
Announcing his return to the employees, Bagchi wrote:xxxvi
KK, Rostow, Partha and I were offered huge bags of money to give Mindtree away. We have respectfully
said "no" to their overtures…our polite refusal has been interpreted as foolish idealism of a bunch of
lower middle-class folks. Our parents had no money to give us, they only given us idealism. That
idealism has a simple tenet: do what is right and not what is convenient. Selling off the Tree is the
convenient but not the right thing to do. Because the Mindtree is you, we can’t sell you off… Today is
March 19th, 2019. Please take on record, my date of re-joining… KK, Rostow, Partha and I will be the
first line of defence on behalf of all Mindtree.
Subramanyan, however, remained calm. He said:
There are certain emotions and trepidation involved, but business is business. Emotions do play a part,
but emotions have to be overcome as we go forward. What we are trying to do is with, if I can use the
word ‘pyaar’ (love/affection), and we will continue to look at it as something we are doing from our
‘dil’ (heart)…xxxviithe money that L&T has put in is important…It is the blood and sweat of L&T
employees…to earn a return is important for us…We will go out of our way to make the investment
succeedxxxviii…People need to understand what L&T is. It is an 80-year-old firm and is owned by
employees and institutional investors. Nineteen per cent of L&T holding is with its staff and value of
that holding is with Rs 40,000 crore based on our present market capitalisation. One must also look at
our history. We listed our company way back in 1952 and have paid dividend since then every year.xxxix
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The feisty chairman of L&T, AM Naik, too tried to assuage the concerns of the Mindtree’s leadership,
including an offer to KK to continue as executive chairman of Mindtree. He said:xl
Mindtree promoters are obviously attached to their company, so they don't easily want to give up. But
now they realise that L&T is a very nice company which is excellent to its employees too... we are not
saying you sell and go. Whenever they sell and if they want to sell it to us, we will buy the stake.
Many analysts, even as they noted that retaining people and customers would be critical since hostile bids
are uncommon in the professional services business, endorsed the acquisition and helped achieve scale by
driving industry consolidation (see Exhibit 9). They noted:
Despite the obvious integration risks and possibility of some senior and middle management exits…we
think the combined entity will be in a sweet spot with scalexli…Given the nature of the global
competition in IT services with the likes of Accenture, IBM, etc., survival of entities will depend purely
on scale going forward, unless it is a focused niche play. Mindtree is neither. Hence, the options are
limited in the medium-term for such companiesxlii…Hostile takeovers are not a bad thing to happen.
Otherwise, managements will always remain in comfort zone thereby taking investors for granted.xliii
Share Buy Back
The founders’ buyback proposal did not meet with the approval of the Mindtree board (see Exhibit 10)
when it met on March 26, 2019. SEBI’s Takeover Regulations required the board to be neutral and refrain
from taking any frustrating action (known as the “no frustration” rule), without the approval of the
shareholders by way of a special resolution. Further, according to section 166 of the Companies Act, 2013,
the board was to be guided not only by the interests of shareholders, but also other stakeholders such as
employees, customers, and creditors. It would have to consider whether the long-term interest of the
company would be in jeopardy if the takeover offer was allowed to succeed. For example, would cultural
integration be difficult? Would the company’s growth be stunted after the hostile acquisition? If, on the
other hand, the board adopted the view that the takeover was fine, the prevailing legal view was that the
board’s only duty, referred to as the Revlon rule, was to obtain the best price for the shareholders.
The Mindtree board also announced the formation of a committee of independent directors to review the
open offer of L&T, as and when it was launched by L&T. The committee’s mandate was to “discharge the
legal obligations placed on the independent directors under the prevailing regulations” and provide
“reasoned recommendations on the unsolicited offer by L&T”.xliv
The founders’ failure to get the board’s approval for the buyback proposal did not surprise the Street:
Independent directors will be obliged to think of the interest of all stakeholders and not just promoters
averse to the takeover. …even if shareholders were to back it, the buyback size is limited to maximum
25 percent of the aggregate of the paid-up capital and free reserves… That amounts to less than 5 percent
of Mindtree’s shares… Mindtree’s share price could move up. But that won’t hurt L&T’s purchase of
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Siddhartha’s shares as that price is not subject to escalation. Though it could prompt L&T to hike its
open offer price.xlv
To quell rumors about a divide between the board and the founders, Rostow said:xlvi
At Mindtree, the entire management team and the entire board, including all independent directors, are
completely aligned with the approach that Mindtree has resisted the unsolicited bid that has come from
L&T. There is no difference of opinion between any of the independent directors and the management
team members on this issue whatsoever.
After the board meeting, KK said:xlvii
As a company we don't bother about what has gone in the past. We will be optimistic and practical, and
hopefully we will arrive at a middle ground. Right now there is nothing on offer. They are yet to come
up with any proposal to address the concerns…it is not about individuals. It is about organisation. It is
about Mindtree retaining its independence, protecting the value of Mindtree shareholders, customers
and Mindtree minds (employees).
Notwithstanding KK’s conciliatory tone, the founders reached out to major institutional investors to seek
their support for their position on the takeover. Nalanda Capital, the largest institutional shareholder in
Mindtree endorsed the founding team:xlviii
If an exceptional business is in good hands, why risk changing anything at all? Why would Mindtree be
better-off as a non-core holding of a diversified conglomerate than in the hands of its proven, passionate
and committed current owners?
Special Dividend
On April 18, 2019 – even as L&T awaited regulatory approvals for its acquisition plans from the
Competition Commission of India for acquiring a controlling stake and from SEBI for its plans to make an
open offer – the Mindtree board recommended payment of a special dividend of ₹20 per equity share for
achieving the coveted target of 1$ billion in revenue and completing 20 years. The special dividend would
cost the firm an estimated additional ₹530 crores. Asked if the special dividend was a ploy to make the
acquisition costlier for L&T, Ravanan said:xlix
This special dividend is to commemorate Mindtree’s achievement, which is subject to approval of

shareholders in the forthcoming AGM.
However, Balakrishnan, former CFO and board member of Infosys, found it odd. He said:l
When the acquirer gives a target price for the stock, it takes into account the cash reserve for working
capital purposes. If that is reduced, then it affects the cost of acquisition. Now, L&T has to take a call
whether it wants to go ahead with the open offer at this price or not.
Page 12 of 24
Amit Tandon, of the proxy advisory firm IiAS, said:li
This dividend will go to all shareholders (including L&T, after the share transfer). So, to that extent, it
is not a significant issue…in an ideal situation, a standstill would have been more desirable. I don’t think
this dividend declaration is a defensive move as around Rs 30 will not move the needle…
The Open Offer
On May 2, 2019, L&T submitted the draft details of its planned open offer to SEBI for review. Mindtree
founders objected; they challenged the validity of such a proposal as L&T did not as yet have the requisite
25% stake to launch an open offer. On May 6, 2019, Competition Commission of India granted its approval
and L&T started buying Mindtree shares in the open market and within a week it had the requisite 25%
stake. The increased stake also meant the proposal to pay a special dividend would now require L&T’s nod.
According to section 114 of the Companies Act 2013, corporate actions like alteration of Memorandum of
Association, issuance of depository receipts, sweat equity shares & convertible debentures, appointment of
managing director, whole-time director and reappointment of independent directors etc., would require a
special resolution, which meant at least 75% of the votes cast by shareholders should be in favor of the
proposed action.
On June 7, 2019, L&T made its open offer to acquire 31% stake in Mindtree at ₹980 per share. Mindtree’s
Committee of Independent Directors appointed Khaitan and Co as legal counsel and ICICI Securities as the
financial advisor to help it evaluate L&T’s open offer. After its evaluation of the open offer, in sharp
contrast to the views of the founders who found the open offer price very less compared to the 52-week
high price, the Committee announced that it found the L&T open offer to be “fair and reasonable” and
recommended that the shareholders take independent but informed decision regarding tendering their shares
in the open offer. If the committee, in good faith, had been of the view that the hostile offer was not fair
and reasonable, it could have invited a white knight to make a competing offer. Balakrishnan, former CFO
at Infosys said:lii
The only thing they (the founders) can do now is to convince the shareholders not to participate in the
open offer by articulating that L&T buying Mindtree is not good for them.
Since L&T’s offer price was only marginally at a premium to the prevailing market price, analysts were of
the view that the offer price of ₹980 could work in favor of the founders:
L&T’s bid implies only a 5 per cent premium over the last one-year price, which lacks a controlling
stake premium and, hence, the response from investors may be mutedliii… If L&T is serious about taking
its shareholding to 66 per cent, it will have to revise the open offer price upwards by at least 20 per cent.
At current price, not many public shareholders will be excited to tender their sharesliv…we would expect
L&T to sweeten its open offer if the investor response were to fall far short of what’s needed to get to
51 per cent.lv
Page 13 of 24
The response of foreign institutional investors, who held 40% of the shares in the company, would
particularly determine the success of the open offer. Ravanan said:lvi
Institutional investors would make up their mind at different prices. As of today, we have the support of
our investors. Since our IPO, we have given returns to our shareholders at a compound annual growth
rate of 21 per cent as against 6.6 per cent returns in the Nifty…These investors have seen the high-
performing management of Mindtree deliver results for several years.
In a show of support, Nalanda Capital reached out to other institutional shareholders asking them not to
tender their shares in the open offer. This in turn prompted the proxy advisory firm InGovern Research to
seek a clarification from SEBI whether Nalanda Capital was “acting in concert” with the founders. If they
did, their shareholding combined with that of the founders would breach the 25% threshold, which then
mandated them to make an open offer.
The absence of a clear road map on Mindtree’s future with L&T as the single-largest investor together with
scrutiny from SEBI following complaints about its role in the on-going tussle prompted Nalanda to tender
its entire shareholding in the open offer. Balakrishnan said:lvii
Nalanda Capital was not able to get enough support from other shareholders. Also, the complaint against
the fund house accusing it of ‘acting in concert’ might have a bearing on its decision to offload the
Mindtree stake.
L&T’s holding in Mindtree rose to more than 60% after its open offer to buy 31% shares of the company
was over-subscribed. The founders however did not tender their shares. Asked about his expectations from
L&T, KK said:lviii
Yes, it is good for L&T because they have stated a strategic objective of enhancing the size of their
asset-light business. But they also say their size will help us in enhancing business and their ability to
get capital will help us to get more business. But we are in a business where we won’t require capital.
So, what’s the extra fuel that will be put in which will change the trajectory?...All that I can say that we
put in tremendous level of energy and effort to solve the problem, but for whatever reason, it didn’t
work that way. But again, one important lesson that we all have learnt from Mr Premji4 is that ‘for any
action of yours, you must be able to stand the public scrutiny’, and we believe in that.
A LARSEN &TOUBRO GROUP COMPANY
In a regulatory filing on July 5, Mindtree declared that the founders – KK, Partha and Ravanan – have
submitted their resignations as members of the board of directors of Mindtree and as employees of the
company; they would stay on as board members till July 16, and as employees as per their employment
contracts to ensure a smooth transition. The founders also asked to be declassified as promoters. The
4
Azim Premji was the chairman of Wipro Limited, a leading software services firm in India with a market cap of nearly $25 billion in March 2019.
Page 14 of 24
company also confirmed that Bagchi, who had re-joined the Odisha Skill Development Authority, did not
want to be reappointed after his term expired on July 16.
At the annual general meeting on July 16, 2019, Subrahmanyan, CEO and managing director of L&T,
Jayant Patil, whole time director and senior executive vice-president of L&T’s defence business, and
Shankar Raman, chief financial officer of L&T were elected to the Mindtree board. Prasanna Rangacharya,
who was the chief legal advisor of L&T from 1991 to 1998, and Deepa Wadhwa, an erstwhile diplomat,
were elected as independent directors of the board. The shareholders also approved the payment of the
special dividend. Subrahmanyan said:
We have fully supported the dividend. Mindtree is not being snatched and it comes under the bigger tree
called L&Tlix. We can provide further impetus to long-term growth of Mindtree by way of board-level
oversight and relevant client connects. We will be able to harness these relationships for the benefit of
Mindtree’s stakeholderslx.
Asked whether L&T planned to merge Mindtree with its other IT companies, he said:lxi
We have already stated that Mindtree will be kept distinct from L&T Infotech, L&T Technology
Services and the recently formed business division, L&T-Nxt. These entities would run at an arm’s
length. What will happen in the future? That I cannot predict.
AM Naik was appointed as the Non-Executive Chairman of Mindtree with effect from July 18, 2019. In a
letter to the employees, he wrote:lxii
Over the past decade we have closely followed, with a lot of respect and admiration, the organisation’s
rise from an innovative start up to a digital powerhouse. Hence when we got an opportunity to be a part
of this journey, we wholeheartedly embraced it. Mindtree’s founders have chosen to part from the
company. We wish to thank them for their role and wish them the very best for the future. As for us,
continuity will be the key theme in the management transition. A new CEO will join soon to lead the
team into the future that will benefit all stakeholders.
On August 2, 2019, Debashish Chatterjee (former President, Global Delivery and Digital Systems and
Technology at the IT services major, Cognizant Technology Solutions) was appointed as Mindtree CEO
& Managing Director. He said:
With the long-term strategic support of Larsen & Toubro (L&T), Mindtree is well-poised to create more
value for our clients. L&T has a fantastic track-record of growth and success, a perfect match for
Mindtree that is well-known for being expertise-led and culture-backed. The backing of L&T will be a
crucial aspect of our plan to continue to lead in Digital and grow faster than our sector average.
The company’s tagline now said: Mindtree – A Larsen &Toubro Group Company.
Page 15 of 24
Exhibit 1
Mindtree: Acquisition History
Sl. Approximate Price of
Name Year HQ Country
No. Acquisition (in US$)
1 ASAP Solutions 2004 India & United States NA
2 Linc Software Services Pvt. Ltd. 2005 India NA
3 CoSystems 2005 United States ~$ 0.25 million
4 TES-Purple Vision 2007 France ~$ 6.55 million
5 Aztecsoft 2008 India ~$ 87 million
6 Kyocera Wireless India Pvt. Ltd. 2009 Japan ~$ 6 million
7 7Strata 2010 India ~$ 1.5 million
8 Discoverture Solutions LLC 2015 United States ~$ 15 million
9 Bluefin Solutions Limited 2015 United Kingdom ~$ 66 million
10 Relational Solutions Inc 2015 United States ~$ 10 million
11 Magnet 360 2016 USA ~$ 50 million
Source: Company & Analysts’ reports; Authors’ analysis. Average yearly exchange rate was used for arriving at
price in USD. https://en.wikipedia.org/wiki/Exchange_rate_history_of_the_Indian_rupee accessed on 31.5.2020.
Exhibit 2
Mindtree: Shareholding Structure
Major Shareholders Shareholding % Major FPIs including FIIs Shareholding %

Foreign Portfolio 39.26 Nalanda Funds 10.61
Investment
Coffee Day Group 20.41 Amansa Holdings Pvt. Ltd. 2.77
Promoters 13.3 Vanguard Funds 2.63
Mutual Funds 9.02 WGI Emerging Markets Smaller 1.76
Company Fund, LLC
Alternative 1.49 Arohi Emerging Asia Master Fund 1.52
Investment Fund
Others 16.5 Ontario Teacher's Association Pension 1.22
Fund managed by Arohi Capital
Source: Bloomberg & MT Annual Report 2018-2019
Page 16 of 24
Exhibit 3
Mindtree: Digital Performance
Exhibit 4
Mindtree: Financial Performance
Revenue EBITDA Net Profit EPS(Basic)

(INR in million) (INR in million) (INR in million) INR)
FY15 35,619 7,092 5,363 32.07
FY 16 46,730 8,210 5,525 32.95
FY 17 52,364 7,181 4,186 24.93
FY 18 54,628 7,405 5,701 34.39
FY 19 70,215 10,645 7,541 45.94
CAGR 18.5% 10.7% 8.9% 9.4%
Market Return on Capital

Capitalization Net worth Employed Return on Equity
(INR in million) (INR in million) ROCE (%) (ROE)
FY15 109,158 20,124 37.8% 29.4%
FY 16 109,606 24,149 33.0% 25.0%
FY 17 76,107 25,771 22.4% 16.8%
FY 18 126,543 27,414 26.5% 21.4%
FY 19 155,100 33,061 31.2% 24.9%
Source: Company Annual Report
Page 17 of 24
Exhibit 5
L& T Group: Business Portfolio
Source: Company Investor Presentation
Exhibit 6
Mindtree Performance: Benchmarking with Peers
Source: https://www.bloombergquint.com/business/what-makes-mindtree-an-attractive-acquisition-target
Page 18 of 24
Exhibit 7
Mindtree vs. L&T Group Companies
FINANCIAL DATA
Revenue EBITDA
FY 17 FY 18 FY 19 FY 17 FY 18 FY 19
(₹ million) Margin
Mindtree 52364 54628 70215 Mindtree 17.6 13.6 15.2
LTI 65009 77326 97481 LTI 20.96 22.78 23.03
LTTS 32483 37471 50783 LTTS 18 15.5 18
PAT
FY 17 FY 18 FY 19 ROE FY 17 FY 18 FY 19
Margin
Mindtree 8.0 10.4 10.7 Mindtree 16.8 21.4 24.9
LTI 14.6 15.2 16.0 LTI 40.2 31.8 34.6
LTTS 13.1 13.5 15.1 LTTS 32.4 29.6 35.0
EMPLOYEE DATA
Number of Attrition
FY 17 FY 18 FY 19 FY 17 FY 18 FY 19
Employees Rate (%)
Mindtree 16,470 17,723 20,204 Mindtree 15.10 12.50 14.20
LTI 21,023 24,139 28,169 LTI 16.90 14.80 17.50
LTTS 10,463 12,307 15,140 LTTS 14.00 13.50 14.80
Compensation: Benchmarks
Designation Mindtree LTI LTTS

Software Engineer ₹430,479 ₹491,796 ₹528,595
Senior Software Engineer ₹660,464 ₹840,526 ₹786,309
CLIENT DATA
Top 5
Number of
FY 17 FY 18 FY 19 Clients FY 17 FY 18 FY 19
clients
share (%)
Mindtree 328 338 349 Mindtree 30.7 32.0 33.2
LTI 261 300 343 LTI 38.5 35.2 32.2
LTTS 223 235 251 LTTS 23.2 46.0 26.4
Client Revenue Profile
FY18 Mindtree LTI LTTS FY19 Mindtree LTI LTTS

# $1 million 118 NA 84 # 1m 120 NA 106
# $5 million 38 109 31 # 5m 45 123 41
> $10 million 17 84 12 > 10m 23 88 16
Source: Company & Analysts’ reports, Glassdoor, Accessed on October 22, 2019, Authors’ analysis
Page 19 of 24
Exhibit 8
Mindtree: Share Price
[April 1, 2018 until June 30, 2019]
1200 1157.8
1100 1085.35
1000
980
900 859.8
800
700
600
500
02-Jan-18 02-Apr-18 02-Jul-18 02-Oct-18 02-Jan-19 02-Apr-19 02-Jul-19
Source: CMIE Prowess
Exhibit 9
List of Top Companies in the IT Services Companies
Annual Revenue
FY 15 FY 16 FY 17 FY 18 FY 19
(₹Crores)
TCS 94,648 108,646 117,966 123,104 146,463
Infosys 53,319 62,441 68,484 70,522 82,675
Wipro 47,318 51,630 55,829 54,487 59,019
HCL Technologies 36,701 31,136 47,568 50,569 60,427
Tech Mahindra 22,621 26,494 29,140 30,772 34,742
LTI 4,978 5,847 6,501 7,733 9,748
Mphasis 5,795 6081 6,076 6,546 7,731
Mindtree 3,562 4,673 5,236 5,463 7,022
Hexaware 3124 3,535 3,942 4,648 5,583
LTTS 2,619 3,066 3,248 3,747 5,078
Cyient 2,736 3,096 3,586 3,914 4,618
Zensar 2,656 2,978 3,060 3,108 3,966
NIIT Technologies 2,373 2,682 2,802 2,991 3,676
Persistent Systems 1,891 2,312 2,878 3,033 3,366
Source: Company Reports, Money control
Page 20 of 24
Exhibit 10
Mindtree: Board of Directors
Before Mindtree, he held several key positions at Wipro, including the

Executive Group Vice President of Human Resources and the Chief Marketing
KK Natarajan
Chairman Officer-IT Business. An MBA from XLRI, Jamshedpur, he has been a
past Chairman of NASSCOM.
CEO & Before Mindtree, he worked with KPMG and Lucent Technologies. A
Rostow
Managing Chartered Accountant and Company Secretary, he is an alumnus of
Ravanan
Director Harvard Business School.
Executive Vice Before Mindtree, he served as the General Manager of Wipro's
Parthasarathy
Chairman & technology solutions division. He holds MS (BITS) & M. Tech (IIT
N.S.
COO Kharagpur) degrees and is an alumnus of the Harvard Business School.
Before Mindtree, he worked with Wipro and Lucent Technologies. He
Non-executive is a recipient of honorary doctorate in literature and science from the
Subroto Bagchi
Director Utkal University and VSSUT, respectively for outstanding contributions
to management and technology.
President of the Jagran Group, she has over 30 years of experience in
Independent the media and entertainment industry. An MBA from IIM Bangalore,
Apurva Purohit
Director she was named as one of the Most Powerful Women in Business by India
Today Group and Fortune India.
Founder and CEO of Increate Value Advisors, he has 32 years of
experience in Finance, HR & Strategy in consumer goods companies
Independent
Milind Sarwate like Marico & Godrej. A Chartered Accountant, Cost Accountant and
Director
Company Secretary, he was a CII-Fulbright Fellow at Carnegie Mellon
University.
Akshaya Independent Former CEO of Butterfield Fulcrum Group and Infosys BPO. An MBA
Bhargava Director from IIM Calcutta, he has worked with Citibank for 22 years.
An independent consultant and a member of the Strategic Advisory
Board of L Catterton Asia. An MBA from XLRI Jamshedpur, he has
Independent
Bijou Kurien over 30 years of experience in consumer goods and retail industries and
Director
is associated with the Retailers Association of India, and the World
Retail Congress.
Source: Mindtree Website & Mindtree Annual Report 2018-2019
Page 21 of 24
APPENDIX: L&T Group
L&T Limited
Founded by two Danish engineers, Holck-Larsen and Kristian Toubro, L & T has been one of India’s largest
enterprises with interests in engineering, construction, manufacturing, technology, and financial services.
With revenues of nearly US$20 billion and an employee base of over 44000 globally, the widely diversified
Group was ranked 500 on Forbes list of 2000 largest and most powerful public companies of the world. A
five-time member of Forbes Asia's annual 'Fabulous 50' list, the company has many other accolades to its
credit that include: its Chairman A. M. Naik being named 32nd best performing CEOs in the world by
Harvard Business Review in 2013; the company being ranked 9th most “Innovative Company” in the world
by Forbes in 2012 and its brand being rated as the 38th most trusted brand in the country in 2014. It was the
first company in the non-IT space to award stock options to its employees. Chairman Naik said “We never
realized that we were not owners, till we were taken over. This was uppermost in my mind when, in 1999,
I decided to bring in employee ownership.” In 2020, L&T Employees Trust held 13.38% stake in L&T.
L&T Infotech Ltd. (LTI)

L&T Infotech Ltd. was established in 1997 as a wholly owned subsidiary of L&T. Set up to retain top talent
within the Group and reduce attrition to the IT sector which appeared to be more attractive, the company
has since moved rapidly up the value chain, acquiring new skill sets and upgrading processes and platforms
and has today presence in 32 countries. When it went public in 2016, the IPO was oversubscribed 11 times.
In 2019, LTI was named the ‘Most Admired Company of the year’ at the annual BTVI Business Leader
Year Awards. Naik claimed: “Brand L&T has undoubtedly proved to be a key asset all along the journey.
It has opened doors, providing access to new markets, secured credibility among first-time customers and
functioned as a clear differentiator in markets where services were vulnerable to commoditisation”.
L&T Technology Services (LTTS)

L&T Technology Services was founded in 2009. LTTS has majorly focused on Engineering and R&D
(ER&D) services and its offerings include consultancy, design, development and testing services across the
product and process development life cycles. Its customer base includes 69 Fortune 500 companies, 51 of
the world’s top ER&D companies, across industrial products, medical devices, transportation, telecom &
hi-tech, and the process industries. Rated as a Leader in Product Engineering, Manufacturing Engineering,
Automotive and Aerospace verticals, LTTS had over 16,800 employees spread across 17 global design
centers, 28 global sales offices and 51 innovation labs. The company’s IPO was oversubscribed by ~3 times.
L&T Nxt (LTN)

L&T Nxt, the newest services arm of the L&T Group that was focused on Artificial Intelligence (AI),
Internet of Things (IoT), Virtual Reality (VR), Augmented Reality (AR), Geo‐spatial enterprises, and cyber
security was set up in March 2019 as a division of the parent L&T Limited. S N Subrahmanyan, CEO and
MD of L&T said: “Disruption has become the new order; our businesses are leapfrogging into entirely new
realms powered by the tremendous benefits of digitalisation and analytics. We are committing significant
investments and talent into this strategic effort and are confident that this will be an enabler for business”.
In 2020, L&T did not have plans to spin off this division into a separate entity.
Page 22 of 24
ENDNOTE
i
https://twitter.com/skilledinodisha/status/1107297314811449344?lang=en
ii
https://www.businesstoday.in/current/corporate/mindtree-a-tale-of-five-questions-and-an-emotional-appeal/story/329300.html
iii
Making of the MindTree - By Subroto Bagchi
iv
id
v
https://yourstory.com/2019/04/hostile-takeover-mindtree-larsen-tourbo-krishnakumar-natarajan?utm_pageloadtype=scroll
vi
id
vii
id
viii
id
ix
id
x
https://www.business-standard.com/article/management/back-to-basics-111082200105_1.html
xi
ICICI Equity Research, April 21, 2016
xii
https://economictimes.indiatimes.com/tech/ites/how-mindtree-became-the-object-of-a-hostile-takeover-battle-between-its-management-and-
lt/articleshow/68490409.cms?utm_source%3Dwhatsapp_web%26utm_medium%3Dsocial%26utm_campaign%3Dsocialsharebuttons
xiii
https://www.business-standard.com/article/companies/we-are-confident-siddhartha-won-t-harm-mindtree-exec-chairman-natarajan-
119012400067_1.html
xiv
https://www.businesstoday.in/magazine/features/v.g.-siddhartha-increasing-stake-in-mindtree/story/187959.html
xv
https://economictimes.indiatimes.com/tech/ites/how-mindtree-became-the-object-of-a-hostile-takeover-battle
xvi
https://www.livemint.com/companies/people/-larsen-and-toubro-will-be-a-positive-force-for-mindtree-1553037097402.html
xvii
https://www.business-standard.com/article/companies/our-offer-for-mindtree-is-win-win-deal-for-both-says-l-t-top-brass-
119032000009_1.html
xviii
https://www.business-standard.com/article/companies/away-from-riskier-epc-l-t-gives-it-services-another-shot-with-mindtree-
119032000013_1.html
xix
https://www.business-standard.com/article/companies/l-t-expects-mindtree-investment-to-generate-above-average-returns-
119032300027_1.html
xx
https://www.business-standard.com/article/companies/away-from-riskier-epc-l-t-gives-it-services-another-shot-with-mindtree-
119032000013_1.html
xxi
119032000009_1.html
xxii
https://economictimes.indiatimes.com/tech/ites/how-mindtree-became-the-object-of-a-hostile-takeover-battle
xxiii
https://www.business-standard.com/article/companies/we-are-confident-siddhartha-won-t-harm-mindtree-exec-chairman-natarajan-
119012400067_1.html
xxiv
https://yourstory.com/2019/04/hostile-takeover-mindtree-larsen-tourbo-krishnakumar-natarajan
xxv
https://www.business-standard.com/article/companies/mindtree-prepared-for-a-set-of-eventualities-krishnakumar-natarajan-
119032800037_1.html
xxvi
https://www.business-standard.com/article/companies/mindtree-will-buck-the-trend-of-it-consolidation-says-ceo-rostow-ravanan-
119030200037_1.html
xxvii
xxviii
https://www.business-standard.com/article/companies/mindtree-to-consider-share-buyback-proposal-size-may-be-rs-1-000-crore-
119031501172_1.html
xxix
lt/articleshow/68490409.cms?from=mdr
xxx
lt/articleshow/68490409.cms?from=mdr
xxxi
119032800037_1.html
xxxii
xxxiii
119032000009_1.html
xxxiv
https://www.business-standard.com/article/companies/l-t-s-takeover-bid-unprecedented-vow-to-oppose-it-say-mindtree-promoters-
119031900393_1.html
xxxv
https://twitter.com/skilledinodisha/status/1107299169415225345?lang=en
xxxvi
https://www.business-standard.com/article/companies/was-offered-bags-of-money-to-give-mindtree-away-ceo-subroto-tells-staff-
119032000147_1.html
xxxvii
https://economictimes.indiatimes.com/tech/internet/its-pyaar-not-war-lt-ceo-subrahmanyan-on-move-to-acquire-
mindtree/articleshow/68477265.cms?from=mdr
xxxviii
https://www.business-standard.com/article/companies/won-t-integrate-mindtree-with-our-it-biz-vg-siddhartha-approached-us-l-t-
119031900403_1.html
xxxix
119032000009_1.html
xl
https://www.business-standard.com/article/pti-stories/mind-completely-occupied-with-mindtree-acquisition-will-make-it-a-big-firm-a-m-naik-
119051900201_1.html
xli
https://www.business-standard.com/article/companies/mfs-could-support-l-t-s-takeover-bid-for-mindtree-at-right-price-119031901184_1.html
xlii
https://www.bloombergquint.com/opinion/mindtrees-conundrum-a-lot-can-happen-over-coffee-if-one-thinks
xlii
citation Read more at: https://www.bloombergquint.com/opinion/mindtrees-conundrum-a-lot-can-happen-over-coffee-if-one-thinks
xliii
citation Read more at: https://www.bloombergquint.com/opinion/mindtrees-conundrum-a-lot-can-happen-over-coffee-if-one-thinks
Page 23 of 24
xliv https://www.businesstoday.in/current/corporate/lt-takeover-offer-fair-and-reasonable-mindtree-independent-directors/story/355481.html
xlv
https://www.bloombergquint.com/opinion/lt-to-mindtree-your-move-next
xlvi
https://www.business-standard.com/article/companies/mindtree-will-unitedly-resist-l-t-protect-interests-of-stakeholders-ceo-
119032600063_1.html
xlvii
https://www.bloombergquint.com/markets/mindtrees-share-buyback-may-pose-a-challenge-for-lt
xlviii
https://www.business-standard.com/article/companies/mindtree-l-t-saga-oversight-price-correction-behind-nalanda-s-u-turn-
119062600057_1.html
xlix
https://www.business-standard.com/article/companies/mindtree-s-dividends-to-make-takeover-costlier-may-cost-firm-rs-530-cr-
119041701169_1.html
l
119041701169_1.html
li
119041701169_1.html
lii
https://www.business-standard.com/article/companies/mindtree-drops-buyback-plan-forms-panel-to-evaluate-l-t-s-open-offer-
119032700043_1.html
liii
119032700043_1.html
liv
https://www.business-standard.com/article/companies/mfs-could-support-l-t-s-takeover-bid-for-mindtree-at-right-price-119031901184_1.html
lv
119032700043_1.html
lvi
https://www.business-standard.com/article/companies/corporate-battle-looms-as-mindtree-management-rejects-l-t-s-takeover-bid-
119031901320_1.html
lvii
https://www.business-standard.com/article/companies/mindtree-l-t-saga-oversight-price-correction-behind-nalanda-s-u-turn-
119062600057_1.html
lviii
119032800037_1.html
lix
https://www.business-standard.com/article/companies/mindtree-is-not-being-snatched-coming-under-bigger-tree-l-t-ceo-md-
119071601605_1.html
lx
https://www.bloombergquint.com/business/mindtree-landt-infotech-merger-not-on-the-cards-reiterates-landt-ceo-at-agm
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Read more at: https://www.bloombergquint.com/business/mindtree-landt-infotech-merger-not-on-the-cards-reiterates-landt-ceo-at-agm
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https://timesofindia.indiatimes.com/business/india-business/ive-long-been-an-admirer-of-mindtree-says-new-chairman-am-
naik/articleshow/70288270.cms
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Mindtree Case

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IMB 825

MINDTREE LIMITED: HOSTILE ACQUISITION

J. RAMACHANDRAN AND SRESTHA DUTTA

MINDING THE TREE

Living the Destiny

Subrahmanyan was puzzled:xxx

The founders however did not see it as a win-win deal. KK said:xxxiv

Announcing his return to the employees, Bagchi wrote:xxxvi

Subramanyan, however, remained calm. He said:

Share Buy Back

After the board meeting, KK said:xlvii

This special dividend is to commemorate Mindtree’s achievement, which is subject to approval of

Amit Tandon, of the proxy advisory firm IiAS, said:li

The Open Offer

A LARSEN &TOUBRO GROUP COMPANY

Major Shareholders Shareholding % Major FPIs including FIIs Shareholding %

Revenue EBITDA Net Profit EPS(Basic)

Market Return on Capital

Source: Company Annual Report

Source: Company Investor Presentation

Designation Mindtree LTI LTTS

Client Revenue Profile

FY18 Mindtree LTI LTTS FY19 Mindtree LTI LTTS

Source: CMIE Prowess

Source: Company Reports, Money control

Before Mindtree, he held several key positions at Wipro, including the

Source: Mindtree Website & Mindtree Annual Report 2018-2019

APPENDIX: L&T Group

L&T Infotech Ltd. (LTI)

L&T Technology Services (LTTS)

L&T Nxt (LTN)

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