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Satyam, Tech Mahindra to merge; swap ratio set

BANGALORE/MUMBAI (Reuters) - Tech MahindraTEML.NS will buy the remaining stake in Mahindra SatyamSATY.NS in a stock deal valued at about $1 billion, becoming India's fifth-largest software exporter by revenue and bulking it up to compete with bigger outsourcers.

Vineet Nayyar (C), the chief executive of Tech Mahindra, speaks during a news conference as C. P. Gurnani (L), the chief executive officer of Mahindra Satyam, and Sonjoy Anand, the chief finance officer of Tech Mahindra, watch in Mumbai March 21, 2012. REUTERS/Vivek Prakash

The merger will result in a company with combined revenue of about $2.4 billion and more than 350 clients across different geographies and industrial sectors, the companies said on Wednesday after their boards approved the deal.

The move ends a tumultuous journey for Satyam, which came to the brink of collapse after its founder Ramalinga Raju said in January 2009 that profits had been overstated and assets falsified, in the country’s biggest accounting fraud.

Satyam, which saw its share price plunge and many of its clients and staff exit after the revelation of the fraud, was sold in April 2009 to Tech Mahindra, a unit of Mahindra & Mahindra, and was later renamed Mahindra Satyam.

Wednesday’s deal will fully integrate the companies, a move investors have awaited ever since Tech Mahindra stepped in to rescue Satyam and bought a stake of about 43 percent.

“This merger gives them more power,” said Phani Sekhar, a fund manager with Angel Broking Ltd., which holds Tech Mahindra shares, adding that the tie-up would allow the former Satyam side of the company to compete for more business.

“There might have been many bids that Satyam couldn’t qualify for because of its financials,” he said.

The deal gives shareholders one Tech Mahindra stock for every 8.5 shares of Satyam, the companies said in a statement.

The share swap ratio values the deal at 51.5 billion rupees, based on Tuesday’s closing price of Tech Mahindra.

The deal pegs the market value of Mahindra Satyam, based in Hyderabad, at 89.8 billion rupees, roughly 3 percent higher than its Tuesday market value.

Shares in Tech Mahindra, worth $1.6 billion, were trading up 6.3 percent at 689.50 rupees by 0918 GMT, while Satyam was up 6.1 percent at 78.65 rupees. The BSE Sensex index .BSESN was trading 1.6 percent higher.

The deal will be formally closed in six to nine months. The combined company will have more than 75,000 staff globally.


Tech Mahindra’s founder, the Mahindra Group, held a stake of 48 percent in the Indian technology company and Britain’s BT Group Plc owned 23 percent at the end of December.

Tech Mahindra, which provides IT services and solutions to telecoms companies, said the parent would own 26.3 percent in the merged entity, while BT would hold 12.8 percent.

The combined entity expects to be better positioned to compete with rivals such as sector leader Tata Consultancy Services and No. 2 exporter Infosys for large outsourcing contracts from global corporations, analysts said.

“Suddenly, with the merger of the two companies, we will have revenue which is little shy of $3 billion. This will bring us into the category of big boys,” said Vineet Nayyar, managing director of Tech Mahindra.

J P Morgan advised Mahindra Satyam on the deal, while Morgan Stanley was adviser to Tech Mahindra.

Satyam and Tech Mahindra are part of India’s export-driven software services industry, whose revenue is estimated at more than $100 billion, more than half of it earned from the United States.

Tech Mahindra counts BT, Vodafone, U.S.-based AT&T and Motorola, and France’s Alcatel-Lucent among its clients.

Writing by Sumeet Chatterjee; Editing by Clarence Fernandez and Tony Munroe