The Acquisition of Patni Computer Systems Limited

AJF Volume 1 Issue 1 2016

Puneet Dublish Jaipuria Institute of Management, Noida, India (Received 23/06/2015 ; Accepted: 04/07/2016)

Abstract The case study ‘The Acquisition of Patni Computer Systems Limited’ analyzes the acquisition of Patni Computers, India’s sixth largest business solution provider and IT services company on January 10, 2011 by iGate Corporation, an IT-ITES listed on NASDAQ. This acquisition was the second largest in terms of deal value which stood at US$ 1.2 billion. The deal in this sector was unique as iGATE acquired Patni which was more than double its size and had to take a debt of US$ 700 million to finance this acquisition. To make the acquisition successful, the iGATE management has to overcome several challenges. This case has been written from information available in the public domain mostly from the Economic Times and others as mentioned under references, for class room discussion to highlight various aspects of mergers and acquisitions like regulatory, valuation and financing, takeover, delisting, sources of value creation/synergy and post-acquisition integration. Further through this case a student will be required to explore the valuation deal (overvalued or undervalued) and post-acquisition integration performance. Keywords: Valuation, Financing, Delisting, Synergy, Post-Acquisition JEL Classification: M00, M1 Paper Classification: Case Study

Introduction The year 2010 could have broken the record $69.4 billion M&As deal done in 2007 – when Tata Steel bought the Anglo-Dutch Corus Group – had few $billion plus deal as anticipated taken place during that year. iGate-Patni Computer was among such few deals. However after negotiations and sustained media speculation for several weeks, on January 10, 2011, the acquisition of up to 83 per cent stake in Mumbai-based IT services and business solutions - Patni Computer Systems Ltd. by NASDAQ listed iGate Corp was announced. The deal, valued at $1.22 billion, makes this one of the largest acquisition in the technology sector in India, the largest being the acquisition of a controlling stake by Oracle Corporations in i-Flex solutions at a value of $1.5 billion in the year 2005. The deal in true David Vs Goliath style saw iGate headed by CEO Phaneesh Murthy, originally the founder of Infosys - N R Narayana Murthy protégé, acquiring a company three times the size of iGate in terms of annual revenues. The acquisition of $690 million Patni by $250 million iGate created an entity with a combined value of about a billion dollars and a force to reckon within the technology outsourcing industry.

176 ADMAA Amity Journal of Finance Volume 1 Issue 1 2016 AJF Phaneesh Murthy, in his interview published in TOI dated January 11, 2011, to a question replied that it was quite challenging to convince the shareholders about the synergy and gains, raise funds at an affordable cost, negotiate the deal with family promoters and handle queries from the media and analyst community. Through its consortium, Pan-Asia iGate Solutions, iGate, initially acquired the 45.6% stake of the three Patni Brothers – Narendra, Ashok & Gajendra. It also acquired General Atlantic’s 17.4% stake, followed by 20% from public shareholders at the same price of Rs.503.5 a share through the mandatory open offer on April 27, 2011.

Theoretical Framework Corporate restructuring has become an unavoidable process for the companies across globe. Mergers, amalgamations, divestitures and so on, referred to collectively as corporate restructuring, are important strategic tool adopted by companies to grow and remain in the business. Acquisition is a broad term and includes all forms of mergers viz. horizontal, market extension, product extension and vertical merger. Research has shown that the majority of mergers were taken to derive the benefits of economies of scale, increase market share, achieve efficient utilisation of resources and develop new resources and capabilities. Daimler-Benz and Chrysler, Lipton India and Brooke Bond, ICICI Bank and Bank of Madura are some of the examples of horizontal mergers. The iGate acquisition of Patni Computers and later its merger with itself is among the largest horizontal merger in Indian IT sector.

Information Technology Background and Road Ahead India’s IT sector is the world’s biggest sourcing destination, accounting for approximately 52% of the US$124 – 130 billion market. The Indian IT industry is highly export oriented and it stands fourth in India’s total FDI share and accounts for approximately 37% of total private equity and ventures in the country. The USP of Indian IT sector is its cost competiveness in providing IT services in the global sourcing market, at a cost that is 3-4 times cheaper than the west. The Indian BPOs (ITES) are moving up the value chain. Apart from being cheaper, the Indian IT industry, over the years has also moved up the value chain and has been handling high end data for even financial service sector like insurance, banking and mortgage companies, airline information, enterprise resource planning among others and higher value added segments such as product design, development and support, mission critical applications, HR management, knowledge process outsourcing and large complex projects. The share of the IT sector in India’s GDP growth rose to approximately 8% in FY 2014. The revenue stream to IT industry comes from Business Process Management (BPM), IT services, software products and engineering services and hardware. The export of IT services accounts for more than half of total IT exports excluding hardware at 57.9% (See Figure 1).

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Source: NASSCOM 2014 Figure 1. Share of IT Products

In a report title ‘The SMAC Code – Embracing New Technologies for Future Business’, CII estimates that the IT-BPM sector in India will expand at a CAGR of 9.5%to US$225 billion by 2020. For the IT-BPM industry, BFSI (Banking, Financial Services and Insurance) is a key business vertical, accounting for 41 per cent of total IT-BPM exports from India at a value of US$36 billion in FY 2014. The four sectors – BFSI, manufacturing, telecom and retail together accounts for approximately 85% of total IT-BPM exports from India (See Figure 2).

Source: NASSCOM 2014 (BFSI = Banking, Financial Services, Insurance. T&M = Telecom & Media. T&T = Travel & Tourism. C&U = Construction & Utilities) Figure 2. Share of Products under IT-BPM

Globalization has resulted in Indian IT industry capturing a sizeable share of the global market becoming the leader in providing technology outsourcing and business services. In the past verticals like insurance, banking, finance, telecommunication, manufacturing have been the growth drivers of the Indian IT industry. But off late, newer verticals like mobile applications, health care, climate change, energy efficiency and sustainable energy will boost the growth. As technology is playing a major role in business, traditional business houses and SMEs are using IT application and services. The software exports recorded a growth of 11.36% touching $88 billion in 2013-14. NASSCOM has made a forecast for software exports estimating a 13-15% increase during fiscal year through 2015 projecting a rise to as much as $98 billion in 2014-15 from about $88 billion in 2013-14 (See Table 1). However, it has lowered the growth range to 12-14% for 2015-16.

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Revenues ($ billions) FY 08 FY 09 FY 10 FY 11 FY 12 FY 13 FY 14 FY 15E Domestic 22 20 24 29 32 32 42 48 Export 41 47 50 59 69 76 88 98 Total 63 67 74 88 101 108 130 146 Source: NASSCOM iGATE Corporation iGate is the brand name of IGATE Corporation and its subsidiaries and is a mid-cap IT firm listed on NASDAQ and has its headquarter in Fremont, Caifornia, USA. Its flagship company iGate Global Solutions, founded by Sunil Wadhwani and Ashok Trivedi, is based in Bangalore, India. The company offers applications development and maintenance, business interchange intelligence, ERP, data warehousing and BPO services. At the time of acquisition it was the first Business Outcomes driven integrated Technology and Operations (iTOPS) solutions provider with a global delivery model. Amongst its customers include companies in insurance & healthcare; life sciences; banking & financial services; manufacturing, media, entertainment, communication, retail, distribution & logistics, energy & utilities, leisure & travel and independent software vendors across the Europe- Middle East-Africa (EMEA), Americas and Asia-Pacific. As of December 31, 2013, the employee strength of the firm stood at 29,733 employees with an addition of 1,450. During the year ended December 31, 2013, the revenue increased by 7.17% to $1.1509 billion, however the net income increased by 35.5% from $95.8 million to $129.8 million. The diluted earnings per share were$1.21 as compared to $0.85 for the year ended December 31, 2012. Tables 2 and 3 present iGATE Corporation income statement and balance sheet. Table 2: Consolidated Income Statement of iGATE Corp.(Amount in thousands)

Year Ended December 31 2013 ($) 2012 ($) 2011 ($) Revenues 1,150,925 1,073,930 779,646 Cost of revenues (a) 698,232 649,910 483,504 Gross margin 452,693 424,120 296,142 Selling, general & administrative expenses 190,261 171,471 151,497 Depreciation & amortization 35,189 46,382 38,735 Income from operations 227,243 206,267 109,910 Interest expense (85,579) (83,766) (50,608) Foreign exchange gain (loss), net (4,099) (20,084) (13,076) Other income, net 44,645 28,491 15,894 Income before income taxes 180,210 130,908 84,272 Income tax expense (b) 50,229 30,599 24,218 Net income 129,981 100,309 60,054 Non-controlling interest 209 4,476 8,586 (Continued)

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Net income attributable to iGATE Corporation 129,772 95,833 51,468 Accretion to preferred stock (c) 494 404 302 Preferred dividend 31,403 29,047 22,147 Net income attributable to iGATE common shareholders 97,875 66,382 29,019 Source: iGATE Corporation Annual Reports (a) Cost of revenues is exclusive of depreciation and amortization. (b) As the effective tax rate is a better comparable measure, the percent change from comparable period is not computed. (c) The percent is insignificant

Note: 1) Financial highlights for the year 2010 (Amount in thousands): Revenues = $280,600. Gross Profit = $112,690. Income from operations = $53,012. Net income to equity shareholders = $51,760. Other income = $1,492. 2) iGATE Computer (now merged with iGATE Global), results are consolidated for a period of 231 days with effect from May 15, 2011 for the year ended December 31, 2011 as compared to the full period for the year ended December 31, 2012 and 2013. This accounts for the major variances in the comparison of results for the year end of December 31, 2012 with 2011. 3) Diluted EPS are $1.21, $.85, $0.38 and $0.90 for the year ended December 31, 2013, 2012, 2011and 2010 respectively. Table 3: Consolidated Balance Sheet of iGATE Corp.(Amounts in thousands)

ASSETS Dec.31, 2013 ($) Dec.31, 2012 ($) Cash and cash equivalents 204,836 95,155 Restricted cash 360,000 3,072 Short-term investments 181,401 510,816 Accounts receivable, net 157,905 162,335 Unbilled revenues 61,424 72,901 Prepaid expenses and other current assets 44,492 31,710 Prepaid income taxes 838 8,541 Deferred tax assets 10,235 14,655 Foreign exchange derivative contracts 836 782 Receivable from related parties 4,046 0 Total current assets 1,026,013 899,967 Property and equipment, net 165,581 167,252 Leasehold land 76,732 86,933 Goodwill 438,891 493,141 Intangible assets, net 119,262 144,428 Other assets 72,243 84,538 Total assets 1,898,722 1,876,079 (Continued)

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LIABILITIES Accounts payable 9268 7799 Line of credit 52,000 77,000 Senior notes 360,000 0 Term loans 90,000 35,000 Accrued payroll and related costs 57,093 54,802 Other current liabilities 104,272 113,548 Total current liabilities 672,673 288,149 Senior Notes 410,000 770,000 Term loans 270,000 263,500 Other long-term liabilities 59,185 76,031 Total liabilities 1,411,818 1,397,680 Preferred stock 410,371 378,474 Shareholders’ equity 76,533 67,503 Total liabilities 1,898,722 1,876,079 Source: iGATE Corporation Annual Reports Note: 1) Total Assets as on 31st December 2011 and 2010 are $1,714,572 and $305,043 respectively. 2) Shareholder’s Equity as on 31st December 2011 and 2010 are $77,000 and $248,056 respectively. Patni Computer Systems Patni Computer Systems Ltd., one of the oldest IT firm was conceptualized by an MIT graduate in 1970s—Mr. Narendra Patni. It was the place where NR Narayan Murthy met the other co- founders of Infosys. The country’s seventh-largest IT exporter was a leading provider of high quality, reliable and cost-effective business solutions and information technology services globally. It provided services in the areas of applications development and maintenance interchange, product engineering, infrastructure management and business process outsourcing (BPO). It had strong domain capabilities in banking & financial services, insurance & healthcare, life sciences, manufacturing, telecom, product engineering services, energy & utilities, media and entertainment industry, retail, logistics and transportation. Table 4 present key profitability ratios of Patni Computer Systems till 31st December 2011 as the company got delisted from the stock exchange and merged with iGATE in the year 2012. Table 4: Key Profitability Ratios of Patni Computer Systems Ltd

December 2011 December 2010 December 2009 December 2008 OPM (%) 26.43 31.54 35.23 31.58 NPM (%) 22.51 33.06 30.06 24.19 ROCE (%) 15.59 20.03 18.39 18.49 RONW (%) 14.84 22.25 17.00 15.43 Source: Prowess

181 Amity Journal of Finance ADMAA AJF Volume 1 Issue 1 2016 Takeover Bid Several companies were at loggerheads to acquire the control of PCS. iGate was not the only firm in the race. Japanese players NTT Docomo & Fujitsu along with private equity funds Carlyle and Advent International were also keen to pick up stake in the firm, along with NASDAQ listed iGate, which was backed by the private equity firm Apax Partners LLP. But the contest for Patni Computer Systems narrowed to two suitors — iGate-Apax Partners and the Carlyle-Advent International consortia. Carlyle-Advent submitted an offer of Rs.600 for each share ahead of iGate. But the bid was also accompanied by unbending conditions as the offer was dependent on several terms, including a non-compete clause that restricted the promoters, the three Patni brothers, from doing the same business and a clause providing for a lower bid price in case of any liabilities discovered at a later stage. However, Advent International wanted to offer a lower price for the Indian software company and therefore, later on it withdrew from the bidding process. Thereafter, Carlyle Group went alone to bid for a controlling stake in Patni Computer. Finally, the iGate offer of Rs.503.5 per equity share was accepted by the promoter’s as the same was without any conditions attached especially the non-compete clause.

Regulatory Issues Since the acquisition resulted in more than 15% of the share capital of Patni Computer, the open offer of 20% to public shareholders of Patni Computer as mandated under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997. The offer was managed by Kotak Mahindra Capital. The approval of RBI and US based anti-trust approvals, rules of U.S.S.E.A of 1934 and regulations of USSEC were sought for the open offer, as more than 15% of shares of Patni computers were being acquired. But SEBI had opposed to the delisting after the open offer because the successful open offer may have resulted in shareholding of the acquirers along with persons acting in concert reaching around 83%. The regulator however cleared the open offer after the acquirer gave a commitment that it will not delist Patni Computer without bringing down its stake to 75%.

Valuation, Payment and Financing Valuation of the target in an acquisition is a vital part of the process of determining the consideration to be offered to the target shareholders. The value of the target from the bidder’s point of view is the sum of the pre-bid standalone value of the target and the incremental value the bidder expects to add to the target’s assets. The latter may arise from improved operation of the target or synergy between two companies. The valuation of Patni Computer share fixed at Rs.503.5 was determined using discounted cash flow approach and the payment was in the form of cash to the shareholders. At the time of acquisition the Patni’s price/earnings was 9.4 based on the trailing four quarter earnings. Table 5 presents the price/earnings (P/E), price/book value (P/B), and price/sales (P/S) ratios of Patni Computer, Tata Consultancy Services (TCS), WIPRO, Infosys and IT industry.

182 ADMAA Amity Journal of Finance Volume 1 Issue 1 2016 AJF Table 5: Price/Earning, Price/Book Value and Price/Sales multiples of Patni Computer, top three IT companies and IT industry

Year Patni TCS WIPRO Infosys Industry P/E P/B P/S P/E P/B P/S P/E P/B P/S P/E P/B P/S P/E P/B 03-2009 4.47 0.63 1.07 12.37 3.96 2.36 12.09 2.87 1.66 13.03 4.26 3.74 10.83 2.60 03-2010 12.58 2.06 3.99 27.20 10.18 6.63 21.19 5.87 4.51 25.90 6.81 7.10 23.40 5.32 03-2011 9.61 2.02 3.37 30.57 11.88 7.91 24.24 5.51 4.45 28.84 7.58 7.32 25.47 5.59 03-2012 - - - 21.63 8.19 7.81 23.11 4.13 4.09 22.11 5.45 6.48 21.03 4.38 03-2013 - - - 24.95 8.91 8.07 19.72 3.78 3.39 17.34 4.54 5.31 20.95 4.46 Source: Prowess Note: The data of Patni Computer after 2011 is not available as the company got delisted. The EPS, BVPS (Book Value per Share) and SPS (Sales per Share) as on 31st December, 2011 are Rs.37.16, Rs.251.36 and Rs.159.98 respectively. Three banks namely, Standard Chartered Bank, Duetsche Bank and Barclays, funded the leverage buyout of Patni Computers through funds raised by 9% high yield bonds to the tune of $770mn.The remaining $330 million of the $1.2 billion deal was raised by issuing convertible preferred stock to Apax Partners, the private equity firm with which it formed a consortium to make this acquisition and the balance by cash.

Delisting Patni Computer Systems faded away on May 7, 2012, 34 years after it came into being when US-based Company got away with the Patni appendage. The main reason was to disassociate with the family name, Patni, as it could have been used by any family member of Patni to start a new competing firm. The voluntary de-listing process started after getting approval from the minority shareholders. In accordance to SEBI regulations, the reverse book building process was initiated to come up with the delisting price of Rs.520 each share. Several big shareholders like Elliott Management, a New York based hedge fund sold their shares at the delisting price, subsequent to which the shares of Patni Computer Systems were removed from trading on the Bombay Stock Exchange and National Stock Exchange (NSE) with effect from May 14 and May 21, 2012 respectively under SEBI (Delisting of Equity Shares) Regulations, 2009. In addition, the NSE also decided to exclude Patni’s scrip from CNX 200, S&P CNX 500 Index, CNX Small cap Index and CNX IT Index. The complete de-listing process costed $272 million to iGate, which was financed by a loan of $265 million from DBS and the balance $7mn came from internal accruals. The whole process of acquisition and delisting increased the debt burden to about $1billion with an interest liability of around $90 million each year.

Sources of Value Creation/Synergy The acquisition of Patni Computers and its subsequent delisting and merger with iGate is in the nature of a horizontal merger. The sources of value creation in horizontal mergers can be derived through: • enhancement of revenue while maintaining the existing cost base • cost reduction while maintaining the existing revenue level

183 Amity Journal of Finance ADMAA AJF Volume 1 Issue 1 2016 • generation of new resources, capabilities, products, markets and processes that lead to revenue growth or cost reduction. Post integration, Patni will benefit by getting access to fast growing verticals like B&FS & iGate will get the benefit of large scale of Patni computers. Since the major demand comes from banking and finance vertical and the limited exposure of Patni, just over 11percent share in the total revenue, could be one of the causes for a slump in its revenue growth and operating profit margin in the year 2010 and 2011. Companies that had thrust in banking and financial services clocked higher growth. iGate was part of it with half of its revenue coming from this fast growing sector. After the integration, Patni will be able to take benefit of iGate’s thrust in this sector. Also the opportunity of cross-selling each other’s products become a reality.

Rationale behind the Acquisition The acquisition will help iGate to remove its tag of being a smaller organization and take a leap into the higher league of Indian IT industry more so, when a minimum level of USD 1billion in revenues has become a sort of pre requisites to participate in larger deals. The rationale behind the acquisition is the synergies in the competencies and skill sets. iGate had a professional staff of process, domain and operational consultants and Patni had excellent technical capabilities and strong micro-domain knowledge – the understanding of sub-segments within a vertical.

Post-Acquisition Integration Strategy The strategy for post-acquisition integration started even before the completion of the deal by drawing a plan for the smooth merger of both companies focussing on go-to-market strategy so as to realize the benefits of synergy. Being a cross-border transaction, the main issue was the integration of companies from different geographies and employees (Patni Computers had three times the number of employees as iGATE). In this type of merger, the top parameters set to gauge the success of the merger were customer retention, reducing attrition and being margin accretive. Both iGate and Patni formed an ‘integration project management office’ within their organization and a common steering committee to supervise and expedite the integration process. Five members from each company formed the common steering committee. The main responsibility of the steering committee was to set goals, targets and time-lines and evolve tools for solving serious problems. Deloitte was appointed as advisor to smoothen the integration process, whereas Mercer was appointed to take care of human resource angle. In this acquisition there were many challenges to handle like how to harmonize both sales and delivery and present one face to the client. The integration of iGate and Patni Computer Systems saw the change in the leadership team with new leaders making their way. The existing Patni CEO Jeya Kumar was replaced by Phaneesh Murthy as chairman and CEO of Patni. Patni’s chief human resource officer, Steve Correa made way for iGate’s HR head, Srinivas Kandula as the source of synergies were thought to come from integration of support functions such as HR, finance and legal between both the companies. The fast pace of integration saw Murthy’s team had already and successfully integrated the sales forces of both the companies, ahead of delisting, and all the new deals were being taken on iGates’ books with work being shared with Patni later through transfer pricing. Regarding the integration of operations, a joint iGate-Patni team came together shortly after the acquisition took effect to resolve how to manage the operations. They jointly accepted the following propositions:

184 ADMAA Amity Journal of Finance Volume 1 Issue 1 2016 AJF • The two companies would work as an integrated team instead of separate entities. • Although there might be different insights; synchronization is important and everyone should be on the same page with respect to the understanding of problems and their solutions. • Solution leaders should have the ability to hire people with right qualities and calibre. • The right metrics need to be established to workout development designs, processes and operations as soon as possible. • A “three in a box” model should be set up to facilitate solutions development where every solution has to be examined and supported by a Solutions Leader, Delivery Leader and Sales Leader. The improved framework in two parts—offering new solutions and other investments; and develop solutions according to the market requirements. There can be several learnings from the integration experience of iGate and Patni: 1. Proper synchronization process from the beginning could have ensured smooth implementation of solutions development process. 2. Too many solutions in the combined portfolio spoilt the broth and sales team could not focus on any one of them properly. 3. The whole organization was focused on creating value proposition for customers. Conclusion Acquisition of one of India’s oldest IT firms, boosted California based iGate to the higher league of Indian IT industry. In the year 2013, the company has set another ambitious target for itself. It wants to increase its revenue to $ 3 billion by 2017 from $1 billion now, of which 30 per cent will be contributed by its outcome-based model or billing clients only for the final product and not the effort in developing a product. This is quite challenging as the growth target means iGate will have to more than double its revenue in the next four years, at a time when industry growth has tapered to 13-14 percent. Achieving this target is not possible without another acquisition. Some of the analysts point out that the iGate-Patni deal has been an operational story in terms of integration and not a growth one. The road for iGate, post exit of Phaneesh Murthy as CEO due to his involvement in a sexual harassment case, is going to be tough as he led the company for over a decade, spearheaded its sales and moved the company to an outcome-based payment model geared towards attracting increasingly tight-fisted customers.

References A Flood of Troubles Reaches iGate over Patni. (2012, February 6). The Economic Times.

Acquisition Burden may Weigh Heavy on Growth. (2011, September 6).The Economic Times.

After Murthy Episode, iGate Goes Off Air. (2013, May 23). The Economic Times.

Aurora, R. S., Shetty, K., & Kale, S. R. (2011). Mergers and acquisitions. Oxford, UK: Oxford University Press.

Dublish, P. (2001). How to make M&A work. Indian Management, 40(1), 64-67. iGate to Pay Rs.520 per Share to Delist Patni Computer. (2012, April 10). The Economic Times.

185 Amity Journal of Finance ADMAA AJF Volume 1 Issue 1 2016 iGate, Patni mgmt get ready for integration. (2011, January 18).The Economic Times. iGate’s next big bet after Patni. (2013, March 7). Business Standard. iGate’s Offer for Patni May Get Nod Today. (2011, March 28).The Economic Times.

Munjal, Patni deal cap India’s best year in M&A (2010, December 21). The Economic Times.

Post-acquisition, Patni Executives to Make Way for iGate Leadership. (2011, May 12). The Economic Times.

Sebi Lens on Patni Delisting Sans iGate Reducing Stake Below 75%. (2012, January 30). The Economic Times.

Street Yet to Buy Phaneesh Murthy’s iGate Story. (2012, November 21). The Economic Times.

Sudarsanam, S. (2003). Creating value from mergers and acquisitions: the challenges. Malaysia: Prentice Hall.

Weston, J. F., Chung, K. S., & Hoag, S. E. (2006). Mergers, restructuring, and corporate control. New Delhi, India: Prentice Hall of India.

Without It, There Would’ve Been no Narayana Murthy! (2012, May 8). The Economic Times.

Author’s Profile Puneet Dublish has more than 22 years of work experience covering 6 years in financial service industry which includes investment banking and 16 years in academics. He got the best faculty award among the faculties of all management institutes located in Noida and Greater Noida from Noida Management Association. He has managed public issues of shares by private sector companies. He has conducted MDPs, written a chapter titled “Corporate Debt Restructuring” for Oxford University Press and published case studies, research papers and articles in various leading national journals and magazines. His core areas of academic and research interests include mergers & acquisitions, equity analysis and corporate valuation. At present he is writing a text book titled “Corporate Restructuring and Valuation”.

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