In a significant development in the Indian IT sector, ITC Infotech India Limited has successfully acquired a substantial stake in Happiest Minds Technologies Limited. The acquisition involved the purchase of 3,36,61,700 equity shares, constituting 22.106% of Happiest Minds’ equity share capital, executed in two tranches. This move sets the stage for the merger of Happiest Minds into ITC Infotech, marking a strategic expansion.
Legal Advisory by Cyril Amarchand Mangaldas
Cyril Amarchand Mangaldas provided comprehensive legal counsel to ITC Infotech throughout the acquisition and merger process. The transaction was spearheaded by Ramgovind Kuruppath, Partner and Co-head of General Corporate, along with Partner Megha Krishnamurthi. They were supported by a proficient team, including Principal Associate Nikita Singhi and Associates Varnika Pasricha, Tanya Mahajan, and Arya Alexander.
On competition law matters, Partner Dhruv Rajain led the advisory, with assistance from Principal Associate Rajat Sharma and Associates Kartik Mishra and Shruti Avinash. The due diligence aspects were meticulously handled by Megha Krishnamurthi, backed by Nikita Singhi and a team of associates, including Rahil Mehta and Lokesh Soni, among others.
For the Digital and TMT (Technology, Media, and Telecommunications) aspects, Arun Prabhu, Partner and Co-Head, along with Partner Arpita Sengupta, provided their expertise. They were supported by Consultant Vasundhara Majithia and Associate Shikhar Sharma.
The employment-related legalities were advised by Partners Bishen Jeswant and Krithika Radhakrishnan, supported by a team including Principal Associate Akash Mishra and Senior Associates Shivika Gupta and Abhilash Tyagi.
Khaitan & Co’s Role in the Transaction
Khaitan & Co played a crucial role in advising Ashok Soota and Happiest Minds on the sale of Soota’s shareholding to ITC Infotech and the ensuing merger. The firm handled structuring, due diligence, negotiation, and documentation of the transaction. The team was led by Partner Abhishek Dadoo, with Principal Associate Jayantika Khanna and Associate Shruti Kunisetty.
On antitrust matters, Partner Anisha Chand led the advisory, supported by Senior Associate Rishabh Vohra and Associate Vidhi Maharishi. The scheme and merger-related aspects were overseen by Partner Aman Yagnik, alongside Principal Associate Jamsheed Dadachanji and Associates Kashvi Shetty and Aditi Swapnil Rathi.
Partner Thomas George and Partner Hardik Bhatia led the due diligence team, which included Principal Associate Nishant Chris Mathews and others. Execution assistance was provided by Associate Yashvi Chandak.
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Future Prospects and Approvals
Following the proposed amalgamation, ITC Infotech plans to list its shares on BSE Limited and the National Stock Exchange of India Limited. The transaction is contingent upon obtaining regulatory approvals, as well as the approval of shareholders and creditors, for the amalgamation to proceed.
