Baring Private Equity Asia will buy a controlling stake in Indian outsourcing firm Hexaware Technologies for up to Rs 1,687 crore.
Baring will buy out promoters led by Atul Nishar and GA Global Investment ltd's 41.8 per cent stake at Rs 126 or Rs 135 per share for an aggregate Rs 1,575 crore to Rs 1,687 crore. It will buy Hexaware founders' 27.7 per cent stake and 14.1 per cent from private equity firm General Atlantic. Post buyout, Baring will make a mandatory tender offer to minority shareholders of Hexaware for up to 26 per cent of the company at Rs 135 a share.
“Affiliates of Baring Private Equity Asia have signed definitive agreements to purchase approximately 125 million Hexaware shares, from promoter entities, led by Atul Nishar and GA Global Investments, an affiliate of General Atlantic in aggregate representing 41.8 per cent shareholding in Hexaware,” Hexaware said in a statement. Atul Nishar will continue as non-executive chairman of Hexaware and P R Chandrasekar will continue as CEO of Hexaware, it added.
Morgan Stanley acted as primary financial advisor and Credit Suisse as co-advisor to promoter entities and General Atlantic AZB & Partners acted as legal counsel for the sellers, it said. In addition J Sagar Associates acted as legal advisors for the promoter. Khaitan and Co and Allen & Overy llP acted as legal advisors to Baring Private Equity Asia, it added.
Meanwhile, in a BSE filing, Hexaware said its board of directors at a meeting held on August 23, 2013 “have been notified and have acknowledged that Elder Infosystem Pvt ltd and Elder Venture llP (both of whom were disclosed as “promoters” in the disclosures filed by the Company with the stock exchanges) and GA Global Investments limited have entered into a share purchase agreements with HT Global IT Solutions Holdings ltd.
” HT Global IT Solutions Holdings is a company under the laws of Mauritius and is an affiliate of Baring Private Equity Asia, the filing added.The company statement also said: “In accordance with the requirements under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations.