Mahindra Satyam-Tech Mahindra swap ratio for merger opposed in HC

Written by Agencies | Hyderabad | Updated: Nov 28 2012, 04:15am hrs
A group of minority shareholders of Mahindra Satyam (formerly Satyam Computer Services) has filed a petition in the Andhra Pradesh High Court opposing, the proposed share-swap ratio, among other things, for merger with Tech Mahindra.

The petitioners have requested the court to revise the swap-ratio of 2:17, giving shareholders two Tech Mahindra shares for every 17 owned in Mahindra Satyam.

"It is submitted that the applicants are not opposed to the merger. But are opposed to the current share swap ratio, ill timing of merger based on previous years financial statements, grossly incorrect methodology used for valuation and the transferee favouring the scheme," the petitioners said.

The matter has been posted for hearing on December 3.

Mahindra Satyam's merger with Tech Mahindra has been cleared by the Bombay Stock Exchange and the National Stock Exchange.

Competition watchdog CCI had also approved the proposed merger that when completed will created a USD 2.4 billion entity.

Mahindra Satyam Chairman Vineet Nayyar had earlier said that the process of merger was in the final stage and was awaiting approvals from the Andhra Pradesh High Court and the Bombay High Court.

The petitioners asked the court to direct the company to use financials of FY 2012 and first quarter of FY 2013 to decide the swap ratio.

Mahindra Satyam had earlier said that the swap ratio was decided by consultants and was done in a fair manner.

The minority shareholders alleged that on one hand Mahindra Satyam had continuously been growing and on the other Tech Mahindra's financial performance on stand-alone basis was going down.

They also questioned the timing of announcement of merger. "The surprising element of the announcement of the merger was the timing-- a mere 10 days before the closure of the financial year and making it effective retrospectively from April 1, 2011."

"It is evident that a strategy has been devised to avoid taking the values of the companies based on the latest financial results. The strategy gains more prominence on the back of continuous recovery/growth trend exhibited by the petitioner company (Mahindra Satyam ) and deterioration of the transferee company (Tech Mahindra) which factors will not have been given their due weightage if the latest financial audited results are not utilized as base line for the merger," the petition alleged.

The applicants also alleged that Vineet Nayyar and C P Gurnani, Chairman and CEO respectively of Mahindra Satyam are common directors of both the companies and have substantial shares of Tech Mahindra.

"Moreover, the aforesaid directors do not hold any shares in the petitioner company (Mahindra Satyam), but hold a substantial number of shares options of Transferee Company (Tech Mahindra) and will be benifited with the unfair swap ratio," the petition charged.

Earlier, scam-tained Satyam founder B Ramalinga Raju, and two other entities of infrastructure development and finance company IL&FS had filed petitions in the same court challenging the merger proposal.

Following an admission of multi-crore accounting fraud by Raju in January 2009, the government stepped in and set up a new board. Later, Tech Mahindra bought 46 per cent stake in the firm through a formal public auction process.

Tech Mahindra took over reins of the company in April 2009 and rebranded it as Mahindra Satyam.