Happiest Minds Technologies Limited has announced the signing of definitive agreements to combine its business with ITC Infotech India Limited through a proposed merger.
Under the transaction, ITC Infotech will acquire an aggregate minority stake of approximately 22.1% in Happiest Minds from its promoter and promoter entities in two tranches for a total consideration of ₹1,330 crore, at an average price of approximately ₹395 per share.
The proposed merger will be implemented through a share swap, under which shareholders of Happiest Minds will receive 25 shares of ITC Infotech for every 81 shares of Happiest Minds held. ITC Limited will become the promoter of the merged entity with an approximately 73.4% stake.
The transaction is subject to statutory, shareholder and regulatory approvals, including those from the Competition Commission of India, relevant stock exchanges and the National Company Law Tribunal. The companies expect the transaction to be completed over the next 15 months and will continue to operate independently until the required approvals are received. The combined company is expected to be listed on the relevant stock exchanges following completion of the approvals.
The companies said the combination will bring together Happiest Minds’ capabilities in AI, digital engineering, cloud, data, analytics and cybersecurity with ITC Infotech’s expertise in enterprise transformation, SAP, Product Lifecycle Management, Industry 4.0 and industry-specific technology solutions.
Ashok Soota, Chairman and Chief Mentor, Happiest Minds Technologies, said, “I am delighted that upon the completion of necessary approvals and legal formalities, Happiest Minds will become an important part of a larger organisation through its merger with ITC Infotech. The two organisations are aligned on our values and shared vision for the future. There is very significant complementarity in our business portfolios which will ensure synergy. We believe that ITC Infotech is the best partner for Happiest Minds to fulfil its destiny and we are pleased that our team will have a welcoming new home.”
Sanjiv Puri, Chairman, ITC Limited and ITC Infotech, said, “Today marks an important milestone in the journey towards Happiest Minds becoming an integral part of ITC Infotech, subject to receipt of regulatory approvals. The coming together of our complementary strengths, deep domain expertise and future-ready capabilities will further enhance our ability to deliver cutting-edge solutions across geographies.”
Joseph Anantharaju, Co-chairman and CEO, Happiest Minds, said, “The merger of Happiest Minds and ITC Infotech brings together complementary strengths towards creating a future-ready technology services organisation. Combining our expertise across AI, digital, cloud, data, cybersecurity, product engineering, and enterprise platforms with those of ITC Infotech in enterprise transformation, SAP, engineering services, Product Lifecycle Management (PLM) will enable us to deliver greater value to customers across geos and accelerate growth in high-demand industry groups.”
Venkatraman Narayanan, Managing Director, Happiest Minds, said, “This transaction reflects a shared commitment to strong corporate governance, financial prudence, and long-term value creation. ITC Infotech brings the financial strength, scale, and stability of ITC Limited, one of India’s most trusted business houses, and our combined financials lay a solid foundation to invest, grow, and compete globally.”