In one of the largest deal in the information technology space, Baring Private Equity Asia on Friday agreed to buy a controlling stake in domestic outsourcing services provider Hexaware Technologies for about $420 million. Hexaware develops software and provides business process outsourcing services to overseas clients.
In the first stage Baring will pick up a 41.8% stake in the company — 27.7% from promoter entities led by Atul Nishar and 14.1% from private equity firm General Atlantic (GA) — for about $260 million. Baring will then have to make a mandatory open offer to Hexaware’s minority shareholders for up to 26% of the company at Rs 135 a share, which would be worth $160 million.
Though the deal will mark the exit of promoter Nishar and GA, the former will continue as non-executive chairman and PR Chandrasekar will continue as chief executive.
The deal has been structured in a manner that Baring will pay the promoter entities and GA R126 or R135 per share aggregating R1,575-1,687 crore, with the higher price of R135 per share only on Baring reaching 50% or more shareholding in Hexaware in the transaction. The PE firm will announce an open offer to purchase up to an additional 26% stake at a price of R135 per share aggregating Rs 1,058 crore.
GA had bought a 15% stake in Hexaware for R300 crore in 2006. The company held 14.1% at the time of deal. GA will get approximately R531 crore or R568 crore for the stake sale to Baring PE Asia based on which of the two price bands will be effective. This marks a 77% or 90% return for the PE firm for an investment of seven years.
The sale of Hexaware marks the second major
exit by founders of a mid-sized Indian IT firm in recent times. In January 2011, US-listed iGate, backed by private equity firm Apax Partners, acquired the founders’ and GA’s stake in Patni Computer Systems for $1.2 billion.
Commenting on the deal, Nishar said: “Since I founded Hexaware in 1990, the company has differentiated itself by the quality of its relationships with some of the