Mindtree independent directors' panel says L&T's open offer price fair, reasonable

New Delhi: An independent directors' panel of Mindtree, which was set up to offer recommendations on Larsen and Toubro's (L&T) Rs 5,030-crore open offer has said, the price of Rs 980 per share "appears to be fair and reasonable".

The committee cited the closing market price of Mindtree shares on the stock exchanges on June 10, being "lower than the offer price" and said L&T's offer price of Rs 980 a share is in accordance with the regulations and "appears to be fair and reasonable".

The closing price of Mindtree shares was Rs 975.50 apiece on NSE and Rs 974.65 a share on BSE on June 10, Mindtree said in a regulatory filing on Wednesday.

It further added that the shareholders of Mindtree are "advised to independently evaluate the open offer and take an informed decision about tendering the equity shares held by them in the open offer".

The committee was headed by independent director Apurva Purohit, and included Milind Shripad Sarwate, Bijou Kurien and Akshaya Bhargava.

Last week, infrastructure major L&T had announced its Rs 5,030-crore open offer to acquire an additional 31 percent stake in the mid-tier IT company after nearly a month's delay.

L&T's open offer was earlier scheduled to begin on May 14, but got delayed as the engineering major was awaiting nod from the Securities and Exchange Board of India.

L&T has so far acquired 28.90 percent stake in Mindtree and the open offer, if fully subscribed, will take its shareholding in the IT company to about 60 percent.

In all, the infrastructure major is eyeing about 66 percent stake in Mindtree for over Rs 10,700 crore -- through a mix of recent stake acquisition from Cafe Coffee Day owner, the ongoing open market transactions and the ensuing open offer.

The open offer to acquire up to 5,13,25,371 equity shares of Mindtree is slated to commence on June 17 and close on June 28.

In March, L&T had mounted a hostile takeover bid on Mindtree after entering into a deal to buy Cafe Coffee Day owner V G Siddhartha's 20.32 percent stake in the Bengaluru-based firm and also placed an order with brokers to pick up another 15 percent of the company shares from the open market.

At that time, Mindtree promoters had staunchly opposed the bid, describing it as a grave threat and value destructive to shareholders.

A previous filing announcing the open offer had mentioned that the acquisition is expected to be "value accreting" for both the L&T's and Mindtree's shareholders in the medium to long term.

Mindtree is expected to operate as an independent company within the Larsen & Toubro Group in the short to medium term. L&T has stated that the Mindtree acquisition is in line with its strategy to grow the revenue and profit of its asset-light services business portfolio.

Mindtree's net profit grew 32.2 percent to Rs 754.1 crore in 2018-19 while revenue was up 28.5 percent to Rs 7,021.5 crore from the previous fiscal.

The company has been under the media and investor spotlight for months now - first on account of the takeover drama that unfolded earlier this year and more recently when Mindtree's board in mid-April proposed to pay a special dividend to shareholders, including promoters, that along with regular dividend and tax components would strip the mid-sized IT firm of about Rs 530 crore.

As of March 31, 2019, the promoters held 13.32 percent shares in Mindtree with the rest 86.68 percent held by the public.