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200case Study

The document analyzes the acquisition of Patni Computer Systems by iGate Corporation in 2011. It was one of the largest acquisitions in the Indian IT sector at $1.2 billion. The acquisition saw a smaller iGate acquire a much larger Patni. The document discusses the deal, challenges of the acquisition, valuation, financing, and post-acquisition integration.

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0% found this document useful (0 votes)
19 views11 pages

200case Study

The document analyzes the acquisition of Patni Computer Systems by iGate Corporation in 2011. It was one of the largest acquisitions in the Indian IT sector at $1.2 billion. The acquisition saw a smaller iGate acquire a much larger Patni. The document discusses the deal, challenges of the acquisition, valuation, financing, and post-acquisition integration.

Uploaded by

Rituraj Shekhar
Copyright
© All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as PDF, TXT or read online on Scribd

AJF Volume 1 Issue 1 2016

Amity Journal of Finance


1(1), (176-186)
©2016 ADMAA

The Acquisition of Patni Computer Systems Limited

Puneet Dublish
Jaipuria Institute of Management, Noida, India
(Received 23/06/2015 ; Accepted: 04/07/2016)

Abstract
The case study ‘The Acquisition of Patni Computer Systems Limited’ analyzes the acquisition of Patni
Computers, India’s sixth largest business solution provider and IT services company on January 10, 2011
by iGate Corporation, an IT-ITES listed on NASDAQ. This acquisition was the second largest in terms
of deal value which stood at US$ 1.2 billion. The deal in this sector was unique as iGATE acquired Patni
which was more than double its size and had to take a debt of US$ 700 million to finance this acquisition.
To make the acquisition successful, the iGATE management has to overcome several challenges. This case
has been written from information available in the public domain mostly from the Economic Times and
others as mentioned under references, for class room discussion to highlight various aspects of mergers and
acquisitions like regulatory, valuation and financing, takeover, delisting, sources of value creation/synergy
and post-acquisition integration. Further through this case a student will be required to explore the valuation
deal (overvalued or undervalued) and post-acquisition integration performance.

Keywords: Valuation, Financing, Delisting, Synergy, Post-Acquisition


JEL Classification: M00, M1
Paper Classification: Case Study

Introduction
The year 2010 could have broken the record $69.4 billion M&As deal done in 2007 – when Tata
Steel bought the Anglo-Dutch Corus Group – had few $billion plus deal as anticipated taken place
during that year. iGate-Patni Computer was among such few deals. However after negotiations
and sustained media speculation for several weeks, on January 10, 2011, the acquisition of up to
83 per cent stake in Mumbai-based IT services and business solutions - Patni Computer Systems
Ltd. by NASDAQ listed iGate Corp was announced. The deal, valued at $1.22 billion, makes this
one of the largest acquisition in the technology sector in India, the largest being the acquisition
of a controlling stake by Oracle Corporations in i-Flex solutions at a value of $1.5 billion in the
year 2005. The deal in true David Vs Goliath style saw iGate headed by CEO Phaneesh Murthy,
originally the founder of Infosys - N R Narayana Murthy protégé, acquiring a company three
times the size of iGate in terms of annual revenues. The acquisition of $690 million Patni by $250
million iGate created an entity with a combined value of about a billion dollars and a force to
reckon within the technology outsourcing industry.

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Phaneesh Murthy, in his interview published in TOI dated January 11, 2011, to a question
replied that it was quite challenging to convince the shareholders about the synergy and gains,
raise funds at an affordable cost, negotiate the deal with family promoters and handle queries
from the media and analyst community.
Through its consortium, Pan-Asia iGate Solutions, iGate, initially acquired the 45.6% stake of
the three Patni Brothers – Narendra, Ashok & Gajendra. It also acquired General Atlantic’s 17.4%
stake, followed by 20% from public shareholders at the same price of Rs.503.5 a share through the
mandatory open offer on April 27, 2011.

Theoretical Framework
Corporate restructuring has become an unavoidable process for the companies across
globe. Mergers, amalgamations, divestitures and so on, referred to collectively as corporate
restructuring, are important strategic tool adopted by companies to grow and remain in the
business. Acquisition is a broad term and includes all forms of mergers viz. horizontal, market
extension, product extension and vertical merger. Research has shown that the majority of mergers
were taken to derive the benefits of economies of scale, increase market share, achieve efficient
utilisation of resources and develop new resources and capabilities. Daimler-Benz and Chrysler,
Lipton India and Brooke Bond, ICICI Bank and Bank of Madura are some of the examples of
horizontal mergers. The iGate acquisition of Patni Computers and later its merger with itself is
among the largest horizontal merger in Indian IT sector.

Information Technology Background and Road Ahead


India’s IT sector is the world’s biggest sourcing destination, accounting for approximately
52% of the US$124 – 130 billion market. The Indian IT industry is highly export oriented and it
stands fourth in India’s total FDI share and accounts for approximately 37% of total private equity
and ventures in the country. The USP of Indian IT sector is its cost competiveness in providing
IT services in the global sourcing market, at a cost that is 3-4 times cheaper than the west. The
Indian BPOs (ITES) are moving up the value chain. Apart from being cheaper, the Indian IT
industry, over the years has also moved up the value chain and has been handling high end
data for even financial service sector like insurance, banking and mortgage companies, airline
information, enterprise resource planning among others and higher value added segments such
as product design, development and support, mission critical applications, HR management,
knowledge process outsourcing and large complex projects. The share of the IT sector in India’s
GDP growth rose to approximately 8% in FY 2014. The revenue stream to IT industry comes from
Business Process Management (BPM), IT services, software products and engineering services and
hardware.
The export of IT services accounts for more than half of total IT exports excluding hardware at
57.9% (See Figure 1).

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Source: NASSCOM 2014


Figure 1. Share of IT Products

In a report title ‘The SMAC Code – Embracing New Technologies for Future Business’, CII
estimates that the IT-BPM sector in India will expand at a CAGR of 9.5%to US$225 billion by 2020.
For the IT-BPM industry, BFSI (Banking, Financial Services and Insurance) is a key business
vertical, accounting for 41 per cent of total IT-BPM exports from India at a value of US$36 billion
in FY 2014. The four sectors – BFSI, manufacturing, telecom and retail together accounts for
approximately 85% of total IT-BPM exports from India (See Figure 2).

Source: NASSCOM 2014


(BFSI = Banking, Financial Services, Insurance. T&M = Telecom & Media. T&T = Travel & Tourism. C&U = Construction &
Utilities)
Figure 2. Share of Products under IT-BPM

Globalization has resulted in Indian IT industry capturing a sizeable share of the global
market becoming the leader in providing technology outsourcing and business services. In the
past verticals like insurance, banking, finance, telecommunication, manufacturing have been the
growth drivers of the Indian IT industry. But off late, newer verticals like mobile applications,
health care, climate change, energy efficiency and sustainable energy will boost the growth. As
technology is playing a major role in business, traditional business houses and SMEs are using IT
application and services. The software exports recorded a growth of 11.36% touching $88 billion in
2013-14. NASSCOM has made a forecast for software exports estimating a 13-15% increase during
fiscal year through 2015 projecting a rise to as much as $98 billion in 2014-15 from about $88 billion
in 2013-14 (See Table 1). However, it has lowered the growth range to 12-14% for 2015-16.

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Table 1: India IT-BPM revenues


Revenues ($ billions)
FY 08 FY 09 FY 10 FY 11 FY 12 FY 13 FY 14 FY 15E
Domestic 22 20 24 29 32 32 42 48
Export 41 47 50 59 69 76 88 98
Total 63 67 74 88 101 108 130 146
Source: NASSCOM

iGATE Corporation
iGate is the brand name of IGATE Corporation and its subsidiaries and is a mid-cap IT firm
listed on NASDAQ and has its headquarter in Fremont, Caifornia, USA. Its flagship company
iGate Global Solutions, founded by Sunil Wadhwani and Ashok Trivedi, is based in Bangalore,
India. The company offers applications development and maintenance, business interchange
intelligence, ERP, data warehousing and BPO services. At the time of acquisition it was the first
Business Outcomes driven integrated Technology and Operations (iTOPS) solutions provider with
a global delivery model. Amongst its customers include companies in insurance & healthcare;
life sciences; banking & financial services; manufacturing, media, entertainment, communication,
retail, distribution & logistics, energy & utilities, leisure & travel and independent software
vendors across the Europe- Middle East-Africa (EMEA), Americas and Asia-Pacific.
As of December 31, 2013, the employee strength of the firm stood at 29,733 employees with an
addition of 1,450. During the year ended December 31, 2013, the revenue increased by 7.17% to
$1.1509 billion, however the net income increased by 35.5% from $95.8 million to $129.8 million.
The diluted earnings per share were$1.21 as compared to $0.85 for the year ended December 31,
2012. Tables 2 and 3 present iGATE Corporation income statement and balance sheet.
Table 2: Consolidated Income Statement of iGATE Corp.(Amount in thousands)
Year Ended December 31
2013 ($) 2012 ($) 2011 ($)
Revenues 1,150,925 1,073,930 779,646
Cost of revenues (a) 698,232 649,910 483,504
Gross margin 452,693 424,120 296,142
Selling, general & administrative expenses 190,261 171,471 151,497
Depreciation & amortization 35,189 46,382 38,735
Income from operations 227,243 206,267 109,910
Interest expense (85,579) (83,766) (50,608)
Foreign exchange gain (loss), net (4,099) (20,084) (13,076)
Other income, net 44,645 28,491 15,894
Income before income taxes 180,210 130,908 84,272
Income tax expense (b) 50,229 30,599 24,218
Net income 129,981 100,309 60,054
Non-controlling interest 209 4,476 8,586
(Continued)

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Net income attributable to iGATE Corporation 129,772 95,833 51,468


Accretion to preferred stock (c) 494 404 302
Preferred dividend 31,403 29,047 22,147
Net income attributable to iGATE common shareholders 97,875 66,382 29,019
Source: iGATE Corporation Annual Reports

(a) Cost of revenues is exclusive of depreciation and amortization.


(b) As the effective tax rate is a better comparable measure, the percent change from
comparable period is not computed.
(c) The percent is insignificant
Note:
1) Financial highlights for the year 2010 (Amount in thousands): Revenues = $280,600. Gross
Profit = $112,690. Income from operations = $53,012. Net income to equity shareholders =
$51,760. Other income = $1,492.
2) iGATE Computer (now merged with iGATE Global), results are consolidated for a period of
231 days with effect from May 15, 2011 for the year ended December 31, 2011 as compared
to the full period for the year ended December 31, 2012 and 2013. This accounts for the major
variances in the comparison of results for the year end of December 31, 2012 with 2011.
3) Diluted EPS are $1.21, $.85, $0.38 and $0.90 for the year ended December 31, 2013, 2012,
2011and 2010 respectively.
Table 3: Consolidated Balance Sheet of iGATE Corp.(Amounts in thousands)
ASSETS Dec.31, 2013 ($) Dec.31, 2012 ($)
Cash and cash equivalents 204,836 95,155
Restricted cash 360,000 3,072
Short-term investments 181,401 510,816
Accounts receivable, net 157,905 162,335
Unbilled revenues 61,424 72,901
Prepaid expenses and other current assets 44,492 31,710
Prepaid income taxes 838 8,541
Deferred tax assets 10,235 14,655
Foreign exchange derivative contracts 836 782
Receivable from related parties 4,046 0
Total current assets 1,026,013 899,967
Property and equipment, net 165,581 167,252
Leasehold land 76,732 86,933
Goodwill 438,891 493,141
Intangible assets, net 119,262 144,428
Other assets 72,243 84,538
Total assets 1,898,722 1,876,079
(Continued)

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LIABILITIES
Accounts payable 9268 7799
Line of credit 52,000 77,000
Senior notes 360,000 0
Term loans 90,000 35,000
Accrued payroll and related costs 57,093 54,802
Other current liabilities 104,272 113,548
Total current liabilities 672,673 288,149
Senior Notes 410,000 770,000
Term loans 270,000 263,500
Other long-term liabilities 59,185 76,031
Total liabilities 1,411,818 1,397,680
Preferred stock 410,371 378,474
Shareholders’ equity 76,533 67,503
Total liabilities 1,898,722 1,876,079
Source: iGATE Corporation Annual Reports
Note:
1) Total Assets as on 31st December 2011 and 2010 are $1,714,572 and $305,043 respectively.
2) Shareholder’s Equity as on 31st December 2011 and 2010 are $77,000 and $248,056
respectively.

Patni Computer Systems


Patni Computer Systems Ltd., one of the oldest IT firm was conceptualized by an MIT graduate
in 1970s—Mr. Narendra Patni. It was the place where NR Narayan Murthy met the other co-
founders of Infosys. The country’s seventh-largest IT exporter was a leading provider of high
quality, reliable and cost-effective business solutions and information technology services globally.
It provided services in the areas of applications development and maintenance interchange,
product engineering, infrastructure management and business process outsourcing (BPO). It had
strong domain capabilities in banking & financial services, insurance & healthcare, life sciences,
manufacturing, telecom, product engineering services, energy & utilities, media and entertainment
industry, retail, logistics and transportation. Table 4 present key profitability ratios of Patni
Computer Systems till 31st December 2011 as the company got delisted from the stock exchange
and merged with iGATE in the year 2012.
Table 4: Key Profitability Ratios of Patni Computer Systems Ltd
December 2011 December 2010 December 2009 December 2008
OPM (%) 26.43 31.54 35.23 31.58
NPM (%) 22.51 33.06 30.06 24.19
ROCE (%) 15.59 20.03 18.39 18.49
RONW (%) 14.84 22.25 17.00 15.43
Source: Prowess

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Takeover Bid
Several companies were at loggerheads to acquire the control of PCS. iGate was not the only
firm in the race. Japanese players NTT Docomo & Fujitsu along with private equity funds Carlyle
and Advent International were also keen to pick up stake in the firm, along with NASDAQ listed
iGate, which was backed by the private equity firm Apax Partners LLP. But the contest for Patni
Computer Systems narrowed to two suitors — iGate-Apax Partners and the Carlyle-Advent
International consortia.
Carlyle-Advent submitted an offer of Rs.600 for each share ahead of iGate. But the bid was also
accompanied by unbending conditions as the offer was dependent on several terms, including a
non-compete clause that restricted the promoters, the three Patni brothers, from doing the same
business and a clause providing for a lower bid price in case of any liabilities discovered at a
later stage. However, Advent International wanted to offer a lower price for the Indian software
company and therefore, later on it withdrew from the bidding process. Thereafter, Carlyle Group
went alone to bid for a controlling stake in Patni Computer. Finally, the iGate offer of Rs.503.5 per
equity share was accepted by the promoter’s as the same was without any conditions attached
especially the non-compete clause.

Regulatory Issues
Since the acquisition resulted in more than 15% of the share capital of Patni Computer, the
open offer of 20% to public shareholders of Patni Computer as mandated under SEBI (Substantial
Acquisition of Shares and Takeovers) Regulations, 1997. The offer was managed by Kotak
Mahindra Capital. The approval of RBI and US based anti-trust approvals, rules of U.S.S.E.A of
1934 and regulations of USSEC were sought for the open offer, as more than 15% of shares of
Patni computers were being acquired. But SEBI had opposed to the delisting after the open offer
because the successful open offer may have resulted in shareholding of the acquirers along with
persons acting in concert reaching around 83%. The regulator however cleared the open offer after
the acquirer gave a commitment that it will not delist Patni Computer without bringing down its
stake to 75%.

Valuation, Payment and Financing


Valuation of the target in an acquisition is a vital part of the process of determining the
consideration to be offered to the target shareholders. The value of the target from the bidder’s
point of view is the sum of the pre-bid standalone value of the target and the incremental value
the bidder expects to add to the target’s assets. The latter may arise from improved operation of
the target or synergy between two companies. The valuation of Patni Computer share fixed at
Rs.503.5 was determined using discounted cash flow approach and the payment was in the form
of cash to the shareholders. At the time of acquisition the Patni’s price/earnings was 9.4 based
on the trailing four quarter earnings. Table 5 presents the price/earnings (P/E), price/book value
(P/B), and price/sales (P/S) ratios of Patni Computer, Tata Consultancy Services (TCS), WIPRO,
Infosys and IT industry.

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Table 5: Price/Earning, Price/Book Value and Price/Sales multiples of Patni Computer, top
three IT companies and IT industry
Year Patni TCS WIPRO Infosys Industry
P/E P/B P/S P/E P/B P/S P/E P/B P/S P/E P/B P/S P/E P/B
03-2009 4.47 0.63 1.07 12.37 3.96 2.36 12.09 2.87 1.66 13.03 4.26 3.74 10.83 2.60
03-2010 12.58 2.06 3.99 27.20 10.18 6.63 21.19 5.87 4.51 25.90 6.81 7.10 23.40 5.32
03-2011 9.61 2.02 3.37 30.57 11.88 7.91 24.24 5.51 4.45 28.84 7.58 7.32 25.47 5.59
03-2012 - - - 21.63 8.19 7.81 23.11 4.13 4.09 22.11 5.45 6.48 21.03 4.38
03-2013 - - - 24.95 8.91 8.07 19.72 3.78 3.39 17.34 4.54 5.31 20.95 4.46
Source: Prowess

Note: The data of Patni Computer after 2011 is not available as the company got delisted.
The EPS, BVPS (Book Value per Share) and SPS (Sales per Share) as on 31st December, 2011 are
Rs.37.16, Rs.251.36 and Rs.159.98 respectively.
Three banks namely, Standard Chartered Bank, Duetsche Bank and Barclays, funded the
leverage buyout of Patni Computers through funds raised by 9% high yield bonds to the tune
of $[Link] remaining $330 million of the $1.2 billion deal was raised by issuing convertible
preferred stock to Apax Partners, the private equity firm with which it formed a consortium to
make this acquisition and the balance by cash.

Delisting
Patni Computer Systems faded away on May 7, 2012, 34 years after it came into being when
US-based Company got away with the Patni appendage. The main reason was to disassociate
with the family name, Patni, as it could have been used by any family member of Patni to start
a new competing firm. The voluntary de-listing process started after getting approval from the
minority shareholders. In accordance to SEBI regulations, the reverse book building process
was initiated to come up with the delisting price of Rs.520 each share. Several big shareholders
like Elliott Management, a New York based hedge fund sold their shares at the delisting price,
subsequent to which the shares of Patni Computer Systems were removed from trading on the
Bombay Stock Exchange and National Stock Exchange (NSE) with effect from May 14 and May 21,
2012 respectively under SEBI (Delisting of Equity Shares) Regulations, 2009. In addition, the NSE
also decided to exclude Patni’s scrip from CNX 200, S&P CNX 500 Index, CNX Small cap Index
and CNX IT Index.
The complete de-listing process costed $272 million to iGate, which was financed by a loan of
$265 million from DBS and the balance $7mn came from internal accruals. The whole process of
acquisition and delisting increased the debt burden to about $1billion with an interest liability of
around $90 million each year.

Sources of Value Creation/Synergy


The acquisition of Patni Computers and its subsequent delisting and merger with iGate is
in the nature of a horizontal merger. The sources of value creation in horizontal mergers can be
derived through:
• enhancement of revenue while maintaining the existing cost base
• cost reduction while maintaining the existing revenue level

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• generation of new resources, capabilities, products, markets and processes that lead to
revenue growth or cost reduction.
Post integration, Patni will benefit by getting access to fast growing verticals like B&FS & iGate
will get the benefit of large scale of Patni computers.
Since the major demand comes from banking and finance vertical and the limited exposure of
Patni, just over 11percent share in the total revenue, could be one of the causes for a slump in
its revenue growth and operating profit margin in the year 2010 and 2011. Companies that had
thrust in banking and financial services clocked higher growth. iGate was part of it with half of
its revenue coming from this fast growing sector. After the integration, Patni will be able to take
benefit of iGate’s thrust in this sector. Also the opportunity of cross-selling each other’s products
become a reality.

Rationale behind the Acquisition


The acquisition will help iGate to remove its tag of being a smaller organization and take a
leap into the higher league of Indian IT industry more so, when a minimum level of USD 1billion
in revenues has become a sort of pre requisites to participate in larger deals. The rationale behind
the acquisition is the synergies in the competencies and skill sets. iGate had a professional staff
of process, domain and operational consultants and Patni had excellent technical capabilities and
strong micro-domain knowledge – the understanding of sub-segments within a vertical.

Post-Acquisition Integration Strategy


The strategy for post-acquisition integration started even before the completion of the deal by
drawing a plan for the smooth merger of both companies focussing on go-to-market strategy
so as to realize the benefits of synergy. Being a cross-border transaction, the main issue was the
integration of companies from different geographies and employees (Patni Computers had three
times the number of employees as iGATE). In this type of merger, the top parameters set to gauge
the success of the merger were customer retention, reducing attrition and being margin accretive.
Both iGate and Patni formed an ‘integration project management office’ within their organization
and a common steering committee to supervise and expedite the integration process. Five members
from each company formed the common steering committee. The main responsibility of the steering
committee was to set goals, targets and time-lines and evolve tools for solving serious problems.
Deloitte was appointed as advisor to smoothen the integration process, whereas Mercer was
appointed to take care of human resource angle. In this acquisition there were many challenges to
handle like how to harmonize both sales and delivery and present one face to the client.
The integration of iGate and Patni Computer Systems saw the change in the leadership
team with new leaders making their way. The existing Patni CEO Jeya Kumar was replaced by
Phaneesh Murthy as chairman and CEO of Patni. Patni’s chief human resource officer, Steve
Correa made way for iGate’s HR head, Srinivas Kandula as the source of synergies were thought
to come from integration of support functions such as HR, finance and legal between both
the companies. The fast pace of integration saw Murthy’s team had already and successfully
integrated the sales forces of both the companies, ahead of delisting, and all the new deals were
being taken on iGates’ books with work being shared with Patni later through transfer pricing.
Regarding the integration of operations, a joint iGate-Patni team came together shortly after
the acquisition took effect to resolve how to manage the operations. They jointly accepted the
following propositions:

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• The two companies would work as an integrated team instead of separate entities.
• Although there might be different insights; synchronization is important and everyone
should be on the same page with respect to the understanding of problems and their
solutions.
• Solution leaders should have the ability to hire people with right qualities and calibre.
• The right metrics need to be established to workout development designs, processes and
operations as soon as possible.
• A “three in a box” model should be set up to facilitate solutions development where every
solution has to be examined and supported by a Solutions Leader, Delivery Leader and
Sales Leader.
The improved framework in two parts—offering new solutions and other investments; and
develop solutions according to the market requirements.
There can be several learnings from the integration experience of iGate and Patni:
1. Proper synchronization process from the beginning could have ensured smooth
implementation of solutions development process.
2. Too many solutions in the combined portfolio spoilt the broth and sales team could not
focus on any one of them properly.
3. The whole organization was focused on creating value proposition for customers.

Conclusion
Acquisition of one of India’s oldest IT firms, boosted California based iGate to the higher
league of Indian IT industry. In the year 2013, the company has set another ambitious target for
itself. It wants to increase its revenue to $ 3 billion by 2017 from $1 billion now, of which 30 per
cent will be contributed by its outcome-based model or billing clients only for the final product
and not the effort in developing a product. This is quite challenging as the growth target means
iGate will have to more than double its revenue in the next four years, at a time when industry
growth has tapered to 13-14 percent. Achieving this target is not possible without another
acquisition. Some of the analysts point out that the iGate-Patni deal has been an operational story
in terms of integration and not a growth one.
The road for iGate, post exit of Phaneesh Murthy as CEO due to his involvement in a sexual
harassment case, is going to be tough as he led the company for over a decade, spearheaded its
sales and moved the company to an outcome-based payment model geared towards attracting
increasingly tight-fisted customers.

References
A Flood of Troubles Reaches iGate over Patni. (2012, February 6). The Economic Times.

Acquisition Burden may Weigh Heavy on Growth. (2011, September 6).The Economic Times.

After Murthy Episode, iGate Goes Off Air. (2013, May 23). The Economic Times.

Aurora, R. S., Shetty, K., & Kale, S. R. (2011). Mergers and acquisitions. Oxford, UK: Oxford University Press.

Dublish, P. (2001). How to make M&A work. Indian Management, 40(1), 64-67.

iGate to Pay Rs.520 per Share to Delist Patni Computer. (2012, April 10). The Economic Times.

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iGate, Patni mgmt get ready for integration. (2011, January 18).The Economic Times.

iGate’s next big bet after Patni. (2013, March 7). Business Standard.

iGate’s Offer for Patni May Get Nod Today. (2011, March 28).The Economic Times.

Munjal, Patni deal cap India’s best year in M&A (2010, December 21). The Economic Times.

Post-acquisition, Patni Executives to Make Way for iGate Leadership. (2011, May 12). The Economic Times.

Sebi Lens on Patni Delisting Sans iGate Reducing Stake Below 75%. (2012, January 30). The Economic Times.

Street Yet to Buy Phaneesh Murthy’s iGate Story. (2012, November 21). The Economic Times.

Sudarsanam, S. (2003). Creating value from mergers and acquisitions: the challenges. Malaysia: Prentice Hall.

Weston, J. F., Chung, K. S., & Hoag, S. E. (2006). Mergers, restructuring, and corporate control. New Delhi, India:
Prentice Hall of India.

Without It, There Would’ve Been no Narayana Murthy! (2012, May 8). The Economic Times.

Author’s Profile
Puneet Dublish has more than 22 years of work experience covering 6 years in financial service industry
which includes investment banking and 16 years in academics. He got the best faculty award among
the faculties of all management institutes located in Noida and Greater Noida from Noida Management
Association. He has managed public issues of shares by private sector companies. He has conducted MDPs,
written a chapter titled “Corporate Debt Restructuring” for Oxford University Press and published case
studies, research papers and articles in various leading national journals and magazines. His core areas of
academic and research interests include mergers & acquisitions, equity analysis and corporate valuation. At
present he is writing a text book titled “Corporate Restructuring and Valuation”.

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Common questions

Powered by AI

iGate faced several challenges during the acquisition of Patni, such as convincing shareholders about synergy gains, raising funds affordably, negotiating with family promoters, and handling media queries . To address these, iGate raised $700 million in debt and formed a consortium with backing from Apax Partners . They overcame regulatory challenges by adhering to SEBI regulations and committing not to delist Patni without reducing their stake to 75% . Post-acquisition integration challenges included harmonizing sales and delivery operations, and staff adjustments like replacing the Patni CEO and HR leader with iGate management .

The horizontal merger aimed to generate value through revenue enhancements and cost reductions by leveraging complementary strengths. iGate sought to utilize Patni’s large scale and technical capabilities to expand offerings, while Patni gained from iGate’s strong presence in fast-growing banking and financial services . Expected benefits included capturing more market share through cross-selling opportunities, combining resources for better service delivery, and achieving operational efficiencies . Both companies planned to integrate closely by forming a joint steering committee to manage operations, thus ensuring seamless transitions and minimizing service disruptions .

Before its acquisition by iGate, Patni Computer Systems was contested by several parties due to its valuable market position. Apart from iGate, bidders included Japanese companies NTT Docomo and Fujitsu, and private equity consortia like Carlyle-Advent International . Carlyle-Advent International initially submitted a higher bid of Rs.600 per share but later withdrew due to unbending conditions attached to their offer, like a restrictive non-compete clause . iGate’s offer was ultimately accepted due to its unconditional nature, offering Rs.503.5 per share, demonstrating the competitive dynamic and strategic considerations involved .

Valuation played a crucial role in the acquisition, as the offer needed to reflect the potential synergies and value creation. The share price for the acquisition was set at Rs.503.5, determined using the discounted cash flow approach. At acquisition, Patni’s price/earnings ratio was about 9.4. This valuation had to compete with other acquisition attempts, such as from the Carlyle-Advent consortia . Key financial metrics considered included price/earnings, price/book value, and price/sales ratios .

Post-acquisition, iGate employed several strategies for integrating Patni to achieve operational synergy. A significant step was creating an 'integration project management office' and a 'common steering committee' to oversee merger processes . Deloitte and Mercer were engaged to address integration and HR challenges, respectively, ensuring a smooth transition . Key strategies included synchronizing operations, hiring capable personnel for key roles, and establishing metrics to measure success . The integrated model aimed to combine sales forces and manage operations jointly, exploring cross-selling opportunities and enhancing client service reach . These strategies were crucial in harmonizing diverse corporate cultures and maximizing merger benefits .

iGate's acquisition of Patni demonstrated a 'David vs. Goliath' dynamic as iGate, a smaller company with $250 million in revenue, took over the larger Patni with $690 million in revenue. This strategic move required iGate to heavily leverage its finances by incurring $700 million in debt to finance the $1.22 billion acquisition . Additionally, iGate raised funds during the acquisition through high-yield bonds and issuing convertible preferred stock .

The regulatory landscape significantly influenced the iGate-Patni acquisition process. Since iGate acquired more than 15% of Patni’s share capital, they were required by SEBI to make a 20% open offer to public shareholders . SEBI initially opposed the delisting after the open offer, fearing it would increase acquirers' shareholding excessively, but later gave clearance after iGate committed not to delist Patni without reducing its stake to under 75% . The transaction also required approvals under U.S. anti-trust regulations and the U.S. Securities Exchange Act of 1934 .

The acquisition led to the delisting of Patni from stock exchanges on May 21, 2012, with a delisting price determined through a reverse book-building process . The process cost iGate $272 million, funded mostly through a $265 million loan, increasing its debt to around $1 billion with an annual interest liability of $90 million . The delisting removed public trading obstacles and enabled full operational integration under iGate, potentially boosting profitability through enhanced synergy realization .

The primary sources of financing included issuing $770 million in high-yield bonds, and $330 million through convertible preferred stock issued to Apax Partners . Additional funds were raised from cash reserves and a loan for the delisting process . The risks included increased financial leverage, with iGate's debt ballooning, creating an annual interest obligation of $90 million and putting pressure on operational cash flows to meet these commitments . Such leverage can constrain financial flexibility in volatile market conditions, posing long-term viability risks if synergies do not materialize as expected .

The strategic reasons for iGate's acquisition of Patni included expanding its presence in the Indian IT industry to leap into a higher league, as $1 billion in revenue was almost a prerequisite for larger deals . The synergy from merging the companies aimed to create value through revenue enhancement and cost reductions, leveraging iGate's strengths in the banking and financial services sector . iGate planned to achieve cross-selling opportunities and integrate operations to maintain competitive advantage .

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