The Board of ITC Infotech has approved a proposal to acquire a 22.1% equity stake in Happiest Minds from its promoter in two tranches under a Share Purchase Agreement.
The acquisition will be funded through a Rights Issue by ITC Infotech.
Following the acquisition, ITC Infotech's Board has also approved a proposed Scheme of Amalgamation under which Happiest Minds will be merged with ITC Infotech.
The amalgamation will be subject to statutory, shareholder and regulatory approvals. Following completion of the scheme, shares of ITC Infotech will be listed on the stock exchanges.
The proposed combination will bring together ITC Infotech's capabilities in AI, cloud, data analytics, product lifecycle management (PLM), SAP, enterprise transformation, industry-specific technology solutions and full-stack managed services with Happiest Minds' expertise in digital product engineering, data, cybersecurity and specialised AI services.
According to the companies, the combination will significantly enhance ITC Infotech's scale and competitiveness in securing large transformation-led technology mandates, while strengthening capabilities in areas witnessing rapid adoption of artificial intelligence.
The combined entity is also expected to have a substantially stronger presence in the US market and the Banking, Financial Services and Insurance (BFSI) sector. Healthcare, Hi-Tech and EdTech will be among the key industry segments added to ITC Infotech's portfolio.
The companies said the addition of Happiest Minds' marquee clients to ITC Infotech's customer base would create opportunities for cross-selling and upselling.
The combined organisation will have a global workforce of more than 19,000 professionals and is expected to offer an end-to-end technology services proposition spanning Build, Intelligence and Operations.
Commenting on the development, Sanjiv Puri, Chairman, ITC Limited and ITC Infotech, said the proposed combination marks an important milestone in the journey towards Happiest Minds becoming part of ITC Infotech, subject to 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," Puri said.
He also highlighted the shared values, people and customer-centric approach of the two organisations, adding that ITC Infotech looked forward to the experience and expertise of Happiest Minds employees.
Ashok Soota, Chairman and Chief Mentor, Happiest Minds Technologies, said the amalgamation would enable the company to become part of a larger organisation while retaining alignment in values and a shared vision for the future.
"There is very significant complementarity in our business portfolios which will ensure synergy," Soota said, adding that ITC Infotech was the "best partner" for Happiest Minds to fulfil its future potential.
Manas Chakraborty, MD & CEO, ITC Infotech, said the combination was aimed at enhancing the value delivered to customers.
"Integrating Happiest Minds' Digital Engineering, Data, AI, and Cybersecurity capabilities with our deep domain expertise, cloud and engineering capabilities will enable us to serve as a full stack AI-led transformation partner," he said.
The proposed transaction remains subject to customary 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 within the next 15 months. ITC Infotech and Happiest Minds will continue to operate independently until all necessary approvals are obtained.
Shares of ITC Infotech are proposed to be listed on the stock exchanges following receipt of all required approvals.
ITC Infotech and Happiest Minds announce a strategic combination to create an AI-first global technology services enterprise targeting US$1 billion revenue by FY28.