Hexaware Technologies surged 3.52% to Rs 125 at 9:17 IST on BSE after the company said that Baring Private Equity Asia on Friday agreed to buy a controlling stake in the company for about $420 million.
The announcement was made after market hours on Friday, 23 August 2013.
Meanwhile, the S&P BSE Sensex was up 124.45 points or 0.67% at 18,643.89.
On BSE, 1.80 lakh shares were traded in the counter compared with average volume of 3.49 lakh shares in the past one quarter.
The stock hit a high of Rs 128 and a low of Rs 124.50 so far during the day. The stock hit a 52-week high of Rs 142 on 14 September 2012. The stock hit a 52-week low of Rs 72.30 on 25 June 2013.
The stock had outperformed the market over the past one month till 23 August 2013, surging 10.02% compared with the Sensex's 8.78% fall. The scrip had also outperformed the market in past one quarter, soaring 58.46% as against Sensex's 5.87% fall.
The mid-cap company has equity capital of Rs 59.76 crore. Face value per share is Rs 2.
Hexaware Technologies after market hours on Friday, 23 August 2013, said its board of directors at a meeting held on Friday, 23 August 2013, have acknowledged that Elder Infosystem Private Limited and Elder Venture LLP (both of whom were disclosed as promoters in the disclosures filed by the company with the stock exchanges) and GA Global Investments Limited have entered into a share purchase agreements with HT Global IT Solutions Holdings, a company existing under the laws of Mauritius, an affiliate of Baring Private Equity Asia (Baring Asia) for sale of shares of the company held by them.
Hexaware Technologies said that affiliates of Baring Asia have signed definitive agreements to purchase approximately 125 million Hexaware shares, from Promoter Entities, led by Atul Nishar (which hold 27.7% of currently outstanding share capital), and GA Global Investments (which holds 14.1% of currently outstanding share capital), an affiliate of General Atlantic (GA), in aggregate representing 41.8% shareholding in Hexaware. Under the terms of the Share Purchase Agreement, Baring Asia will pay the Promoter Entities and GA a price of Rs 126 or Rs 135 per share aggregating Rs 1575-1687 crore (approximately $242-260 million based on INR/USD rate of 65), with the higher price of Rs 135 per share being payable on Baring Asia reaching 50% or above aggregate shareholding in Hexaware in the transaction.
Baring Asia will make a Public Announcement for an open offer to the public shareholders of Hexaware to purchase up to an additional 26% stake at a price of Rs 135 per share aggregating Rs 1058 crore (approximately $160 million based on INR/USD rate of 65).
Atul Nishar, Chairman of Hexaware, said, "Since I founded Hexaware in 1990, the company has differentiated itself by the quality of its relationships with some of the largest global corporations, with niche strength in certain key service offerings especially in Business Intelligence & Analytics, Enterprise Applications, Quality Assurance and Testing as well as the strength of the management team. Having started and personally been involved in the growth of Hexaware, it gives me great pleasure to receive a vote of confidence from an organization like Baring Asia. Hexaware will remain a public company, and the management team led by Mr. P. R. Chandrasekar will continue ensuring continuity of relationships with all stakeholders particularly our customers, employees and public shareholders. I look forward to Baring Asia taking Hexaware to new heights together with the management team."
Jean Salata, Chief Executive & Founding Partner of Baring Private Equity Asia, said, "Atul Nishar has created a world class company and we are excited about supporting the next phase of growth of the business. Hexaware has an experienced management team, excellent customer relationships, a consistent track record and the ability to provide diverse services on a global scale. Baring Asia is excited about the growth opportunities that Hexaware offers and we look forward to working with Sekar and his management team to develop the group further. The total potential investment of over $465 million will be the largest investment made by Baring Asia in India, and is one of the largest ever foreign investments in the IT services sector in India, a sector where India continues to have a strong global competitive advantage."
Mr. Atul Nishar will continue as non-executive chairman of Hexaware and Mr. P. R. Chandrasekar will continue as CEO of Hexaware, Hexaware and Baring Asia said in a combined statement.
This transaction is subject to customary conditions, including receipt of required regulatory approvals, including anti-trust and competition clearances from the Competition Commission of India, and is expected to close by the end of this year, a joint statement from Hexaware and Baring Asia said.
Baring Private Equity Asia is one of the largest and most established independent private equity firms in Asia and advises funds with total committed capital of over $5 billion. The firm manages a pan-Asian investment program specializing in mid-market companies requiring capital for expansion, recapitalization or acquisitions. The firm has been investing in Asia since its formation in 1997 and has over 100 employees located in offices in Hong Kong, Shanghai, Beijing, Mumbai, Singapore, Jakarta and Tokyo. Baring Asia currently has over 30 portfolio companies across Asia, which has 80,000 employees and revenues of $20 billion in 2012.
In a separate announcement, Hexaware Technologies on Friday announced a voluntary open offer for acquisition of up to 7.83 crore fully paid-up equity shares of the face value of Rs 2 each, representing 26% of the total share capital of Hexaware Technologies on a fully diluted basis, as of the tenth working day from the closure of the tendering period of the open offer, from the public shareholders of Hexaware Technologies by HT Global IT Solutions Holdings (the Acquirer) along with Parel Investment Holdings (PAC1) and The Baring Asia Private Equity Fund V, L.P. (PAC2, PAC1 and PAC2 collectively referred to as the PACs), in their capacity as the persons acting in concert with the Acquirer. The offer price is Rs 135 per share aggregating to Rs 1057.72 crore assuming full acceptance of the open offer.
Hexaware Technologies' consolidated net profit surged 23% to Rs 97.91 crore on 6% growth in income from operations to Rs 536.60 crore in Q2 June 2013 over Q1 March 2013.
Hexaware is a leading global provider of IT & BPO services and consulting. The company focuses on key domains such as banking, financial services, insurance, travel, transportation, logistics, life sciences and healthcare. Hexaware has 8,700 employees, over 200 active customers, 8 global development centres, presence in 35 countries worldwide, and reported revenues of $364 million for the financial year ended 31 December 2012.
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