Mahindra Satyam Merger with Tech Mahindra: Arriving at the Share Exchange Ratio

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Excerpts

Fall of Satyam Computers Limited On December 16, 2008, Raju proposed to Satyam's board members that the company acquire Maytas Infrastructure Limited (Maytas Infra) and Maytas Properties private Limited (MPPL). This would help Satyam, which had accumulated a huge cash balance of $ 1.2 billion, diversify from its core business into the infrastructure business. MPPL and Maytas Infra were promoted by Raju's family members. Raju proposed to acquire 51% equity in Maytas Infra and 100% equity stake in the privately-held MPPL for $1.3 billion and $ 300 million respectively...

The Government of India immediately intervened and constituted a new board for Satyam Computers Limited. The new board sought to reassure Satyam's clients and employees. It also raised funds for working capital and appointed new auditors to restate the accounts. The board initiated the process for the sale of Satyam to potential investors after securing approval from SEBI and the Company Law Board (CLB)...

Tech Mahindra was founded in 1986 as a joint venture between Mahindra and Mahindra Limited of India and British Telecommunications plc of UK. Its headquarters was at Pune, Maharashtra, of India. The company was involved in information technology, networking technology solutions, and business process outsourcing (BPO) services in the global telecommunications industry...

TechM was in the business of providing software for the telecommunication industry while Msat had businesses cutting across multiple sectors. According to International Data Corporation (IDC), "Potentially, the next stage of consolidation after the Mahindra Satyam and Tech Mahindra merger would be to bring Mahindra's BPO services into the fold to build up the scale of its operations in domestic and global markets." But before the merger, the management of both the companies would have to seek approval from both company's shareholders and the high courts of Andhra Pradesh for Msat and Bombay for TechM...

Exhibit I: Various Inflated Items Listed on Balance Sheet as on September 30, 2008
Exhibit II: Mahindra Satyam's Profit and Loss Account from 2009 to 2011
Exhibit III: Mahindra Satyam's Balance Sheet from 2009 to 2011
Exhibit IV: Mahindra Satyam's Projected Capital Expenditures and Other Variables
Exhibit V: Tech Mahindra's Profit and Loss Account
Exhibit VI: Tech Mahindra's Balance Sheet
Exhibit VII: Tech Mahindra's Projected Capital Expenditures and Other Variables
Exhibit VIII: Weekly Closing Value of NSE and Shares Prices of Mahindra Satyam & Tech Mahindra from April 2009 to October 2011

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