Tech Mahindra Limited · NSE:TECHM
Tech Mahindra — Merger or Acquisition (March 2012)
24 slides from Tech Mahindra's merger presentation, March 2012
Slide 1: Creation of a new IT Services Leader
Tech Mahindra : Mahindra Satyam Creation of a new IT Services Leader March 2012
Slide 2: Safe Harbor
Safe Harbor This document may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The forward-looking statements, if any, contained herein are subject to risks and uncertai
Slide 3: Executive Summary
Executive Summary ► The Board of Directors of Mahindra Satyam and Tech Mahindra have approved the merger of Mahindra Satyam with Tech Mahindra through a Share Swap ► The swap ratio for the merger is 2 shares of Tech Mahindra (face value of Rs. 10 each), for every 17 shares of Mahindra Satyam (face v
Slide 4: Tech Mahindra's Journey: FY 2006 to FY 2009
Tech Mahindra’s Journey: FY 2006 to FY 2009 Revenue (US$ MM) EBITDA (1) (US$ MM) Client Contribution to Revenue 985 282 3.5x 4.7x 32% Others 42% 280 Top 68% 60 Client 58% FY 2006 FY 2009 FY 2006 FY 2009 FY 2006 FY 2009 Revenue (US$ MM) 1,200 ► Leadership in the Telecom 935 vertical with industry lea
Slide 5: April 2009: Mahindra Satyam Opportunity
April 2009: Mahindra Satyam Opportunity ► Rationale for the acquisition • Diversification into multiple verticals like BFSI, Manufacturing and Retail • Ability to offer a wide range of service offerings like Enterprise Services and Engineering Services to current and future customers • De-risked bus
Slide 6: Mahindra Satyam's Journey
Mahindra Satyam’s Journey April 2009 FY 2010 FY 2011 FY 2012 Acquisition Stabilization Investment Growth ► Customer & ► Core rebuilt with Associate ► Focus on investments in confidence profitable growth reinforced • Core delivery and top quartile ► Customer attrition platforms and industry operating
Slide 7: Creation of a New Offshore Services Leader
Tech Mahindra and Mahindra Satyam: Creation of a New Offshore Services Leader Revenue (US$ MM) (1)(2) Headcount (1) in ‘000s 12,000 250 227 9,767 10,000 200 8,000 6,825 145 150 137 5,786 6,000 3,901 100 83 4,000 75 2,432 43 2,000 1,279 1,153 50 32 27 780 384 308 11 8 0 0 e e S ch a s a am e IT e e r
Slide 8: Deep Capabilities across Verticals
Tech Mahindra and Mahindra Satyam: Deep Capabilities across Verticals (1) Pro-Forma (3) Others 4% Healthcare & Others Life Sciences 7% 3% Retail, T&L 5% Telecom 96% BFSI 11% Telecom 47% Technology, Media & Entertainment Mfg 10% 17% (2) Others 11% Healthcare & Life Sciences 6% ► 12 out of top 20 glob
Slide 9: Full Suite of Offerings
Tech Mahindra and Mahindra Satyam: Full Suite of Offerings Industry Focused Solutions Service Lines & Industry Verticals Enterprise Business Solutions Application Development and Management Services Infrastructure Management Services Consulting & Enterprise Solutions Integrated Engineering Solutions
Slide 10: De-risked Business Profile
Tech Mahindra and Mahindra Satyam: De-risked Business Profile Well Balanced Geographic Exposure Significant Client Diversification (1) (2) (1) (2) #1 11% RoW Others #2 to #5 Americas RoW Others #1 16% 22% 23% 42% 33% 25% 35% Americas 50% #6 to #10 Europe Europe 10% 45% #2 to #5 25% 32% #6 to #10 14%
Slide 11: Combined Strategy
Tech Mahindra and Mahindra Satyam: Combined Strategy Existing Clients Existing Offerings Leverage Merger Synergies M Cube (M3) Lost Customers Joint Offerings Solution Sets Alliance & Partnerships Enhance Growth Acquire Strategy Inorganic New Logos Customer Innovation Delivery
Slide 12: Foundations for Growth
Tech Mahindra and Mahindra Satyam: Foundations for Growth 1 2 3 4 Vertical BPO that End-to-End Strong Telecom Enterprise Services leverages Enterprise Manufacturing Capabilities Expertise Expertise Manufacturing heritage Specialist focus on Strong credentials ► Telecom enhances value Telecom; Market
Slide 13: Our Goal: Driving Growth and Profitability
Our Goal: Driving Growth and Profitability Revenue Growth Operating Metrics Co-Innovation ► Account mining ► Benefiting from cost ► Continue dominance in synergies mature practices ► Wider portfolio of service offerings to Telecom clients ► Multi-lever approach for ► Accelerate new service volume-le
Slide 14: Significant Cross-Pollination of Offerings
Tech Mahindra and Mahindra Satyam: Significant Cross-Pollination of Offerings Telecom Manufacturing BFSI Cloud Services Technology & Media Enterprise Mobility Retail, T&L Security Solutions Healthcare & Life Science Managed Services BPO Enterprise Solutions Shared Services Shared Infrastructure 14
Slide 15: Synergy & Integration – EBS
Synergy & Integration – EBS Mahindra Satyam and DSS Tech Mahindra for EBS Enterprise Apps OSS BSS BSS Enterprise DSS Applications OSS Mahindra Satyam Tech Mahindra Recent journey together in EBS Space Focused GTM outlook in EBS Space 100+ TechM Joint GTM Larger Landscape 20+ Focused 10+ New wins for
Slide 16: Pro Forma Combined Metrics
Pro Forma Combined Metrics US$ 2,432 MM (1) US$ 392 MM (1,2) 75,026 (1) 1,279 189 32,280 42,746 1,153 203 LTM Revenue LTM EBITDA Headcount Tech Mahindra Mahindra Satyam 1. Unaudited pro forma – does not incorporate any benefit from potential synergies and no adjustments made for inter company transa
Slide 17: Pro Forma Shareholding Structure
Pro Forma Shareholding Structure Shareholding Particulars Swap Ratio 2:17 % Promoters Shareholding 49.5 Mahindra & Mahindra Ltd 26.3 British Telecommunications Plc 12.8 TML Benefit Trust 10.4 Tech M Public Shareholding 16.1 MSAT Public Shareholding 34.4 Total 100% 17
Slide 18: Merger
Merger G@D Mahindra Satyam “BA tiahinara
Slide 19: Key Details
Key Details ► Appointed date of 1st April 2011 ► Merger ratio of 2 shares of Tech Mahindra (face value of Rs. 10 each), for every 17 shares of Mahindra Satyam (face value of Rs. 2 each) is approved by both the boards ► 204 mn shares of Mahindra Satyam held by Venturbay to be transferred to a trust,
Slide 20: Process / Approvals
Process / Approvals ► Board of directors ► Stock exchanges (BSE, NSE) ► Competition Commission of India ► Shareholders and creditors of TechM and Transferor Companies ► Majority in number and 75% in value of the shareholders / creditors – present in the respective meetings ► Regulatory authorities ►
Slide 21: Key Advisors
Key Advisors ► Joint valuation advisors • Ernst & Young • KPMG ► Independent fairness opinion bankers • Tech Mahindra: Morgan Stanley • Mahindra Satyam: J.P. Morgan ► Advisors • Enam • Barclays ► Legal Advisors • AZB & Partners 21
Slide 22: Appendix
Appendix Tech G@D Mahindra Satyam HT iSncen
Slide 23: Update on Mahindra Satyam's Contingent Liabilities
Update on Mahindra Satyam’s Contingent Liabilities Upaid Systems Class Action Settlement Erstwhile Satyam Family Claims Income Tax Claims Aberdeen action (USA) Aberdeen action (UK) 23
Slide 24: Disclaimer
Disclaimer This exchange offer or business combination is made for the securities of a foreign company. The offer is subject to disclosure requirements of a foreign country that are different from those of the United States. Financial statements included in the document, if any, have been prepared i