Happiest Minds signs merger pact with ITC Infotech
Happiest Minds Technologies said it signed definitive agreements to combine with ITC Infotech in a proposed merger subject to approvals.
Happiest Minds Technologies said on Sept. 1 that it has signed definitive agreements to combine with ITC Infotech India Limited in a proposed merger.
The companies said the combined group is intended to reach about US$1 billion in annual revenue by FY28. They said it would have more than 19,000 employees, more than 800 customers and operations in more than 30 countries.
Under the proposed structure, the merged company would focus on AI and digital services. The release also said it would expand into consulting, SAP, product lifecycle management, Industry 4.0 and industry-specific services.
Under the transaction terms, ITC Infotech would acquire an aggregate minority stake of about 22.1% in Happiest Minds from promoter and promoter entities in two tranches for total consideration of ₹1,330 crore, at an average price of about ₹395 per share, according to the release. The companies also said Happiest Minds equity shareholders would receive 25 shares of ITC Infotech for every 81 shares of Happiest Minds in the merger swap.
The release said ITC Limited would become the promoter of the merged company with about a 73.4% stake. It also said the platform had approximately ₹7,033 crore in FY26 revenue.
The announcement comes with several approvals still pending. The companies said the merger is subject to customary statutory, shareholder and regulatory approvals, including clearances from the Competition Commission of India, relevant stock exchanges and the National Company Law Tribunal. They said they expect the process to take about 15 months and that both businesses will continue to operate independently until approvals are received.
The release quoted company leaders including Ashok Soota, Sanjiv Puri, Joseph Anantharaju and Venkatraman Narayanan on the transaction, governance and long-term growth. It said JM Financial Limited acted as exclusive financial advisor to Happiest Minds and its promoter entities, while PwC and KPMG handled financial and tax due diligence and Khaitan & Co. served as legal adviser. PwC and Grant Thornton were named as the joint independent valuers.
What happens next depends on the required approvals. The companies said the combined entity would be listed on relevant stock exchanges after the transaction closes.
Sources
Editorial note: This article was prepared with AI assistance and includes source attribution for reader review.
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