ITC Infotech and Happiest Minds: a path to a listed AI-first IT services platform

ITC Infotech will acquire 3,36,61,700 equity shares, representing 22.106 percent of Happiest Minds equity share capital on a fully diluted basis, from the promoter or promoter group in two tranches.

The cost of acquisition is stated as about Rs 1,330 crore, to be paid in cash.

The media statement and transaction summary state that the stake acquisition will be funded through a rights issue of about Rs 1,330 crore by ITC Infotech.

Upon amalgamation, ITC Infotech will issue 25 fully paid equity shares of Rs 10 each for every 81 fully paid equity shares of Rs 2 each held in Happiest Minds by shareholders other than ITC Infotech as on the record date.

The documents cite approvals from the Competition Commission of India, the stock exchanges and Securities and Exchange Board of India for the scheme, and the National Company Law Tribunal, along with any other customary antitrust approvals if applicable.

The acquisition is indicated as within 3 to 8 months from execution of transaction documents subject to approvals, and the overall scheme is expected to take about 15 months, with listing and trading of ITC Infotech shares in Q2 to Q3 FY28 per the indicative timeline.

The media statement states the combination is intended to create a scaled, future-ready, AI-first global technology services enterprise with US$ 1 billion revenue by FY28 on a pro-forma basis.