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917 SumedhaBanerjee
917 SumedhaBanerjee
(Submitted for the Degree of B. Com Honours under the University of Calcutta)
“DO NOT MIND YOU THAT ARE TAKEN” - A Case Study on The Hostile Takeover
of Mindtree By Larsen And Toubro- 2019.
SUBMITTED BY
SUPERVISED BY
April-2021
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St. Xavier’s College (Autonomous)
Department of Commerce
Signature:
Date: 24 /04/2021
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STUDENT’S DECLARATION
I hereby declare that the Project Work with the title “DO NOT MIND YOU THAT ARE
TAKEN- A Case Study on The Hostile Takeover of Mindtree By Larsen And Toubro- 2019”
submitted by me for the fulfillment for the degree of B.Com. Honours in Accounting and
Finance under the University of Calcutta is my original work and has not been submitted to
any other University/ Institution for the fulfillment of the requirement of any course of study.
I also declare that no chapter of this manuscript in whole or in part has been incorporated in
this report from any earlier work done by others or by me. However, extracts of any literature
which has been used for this project has been duly acknowledged providing details of such
literature in the references.
Signature:
Konnagar- Hooghly-712235
Place: Kolkata
Date: 26/04/2021.
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ACKNOWLEDGEMENT
I would like to express my profound gratitude and deep regards to my guide Prof. Saptarshi
Ray for his exemplary guidance, monitoring and constant encouragement throughout the
course of this project. The blessing, help and guidance given by him time to time shall carry
me a long way in the journey of life on which I am about to embark. Without his constant
efforts to help me throughout I would not have been able to complete the project.
I am obliged to all my colleagues, for the valuable information provided by them in their
respective fields. I am grateful for all their cooperation during the preparation of the project
assignment.
Lastly, I thank almighty, my parents, brother, sisters and friends for their constant
encouragement without which this project would not be possible.
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ABSTRACT
This research deals with the Hostile takeover through the case study of the forceful
acquisition of Mindtree by conglomerate giant Larsen and Toubro. Hostie Takeover can be
defined as the purchase of one company which is termed as “the target” by another company
which is termed as – “the acquirer, or bidder”.
The objective of the study is to find why the deal became hostile and understand the various
concepts related to the hostile takeover and the business environment which leads to hostile
takeover.
We will analyse various methods employed by corporates to carry out takeover and study the
advantages of takeover on the shareholder’s wealth. The analysis also will throw light on the
advantages and disadvantages of takeover, the defensive strategies that the target company can
use to avoid hostile takeover and the various legal provisions to combat Hostile Takeover.
Key Words: Hostile Takeover, Mindtree, Larsen and Toubro, Defence strategies.
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TABLE OF CONTENTS
Chapter No. TITLE Page No.
ACKNOWLEDGEMENT 4
ABSTRACT 5
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INFOTECH POST
ACQUISITION
2.10 DEFENSE MECHANISM 21
AVAILABLE IN CASE OF
HOSTILE TAKEOVER
2.11 DEFENSE STRATEGY 21-22
USED BY MINDTREE TO
COMBAT THE
TAKEOVER
2.12 LEGAL PROVISIONS 22
AVAILABLE FOR
HOSTILE TAKEOVER
2.13 WERE THE EMPLOYESS 22
FOR OR AGAINST THE
TAKEOVER?
CHAPTER 3 ANALYSIS 23
3.1 POST ACQUISITION 23
CHALLENGES
CHAPTER 4 FINDINGS AND 24
RECOMMENDATIONS
4.1 RECOMMENDATIONS 24
CHAPTE 5 CONCLUSION 25
CHAPTER 6 REFERENCES 26
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1. INTRODUCTION
Mergers and acquisitions are unavoidable in the business world. Merger is when two
entities are coming together to share their synergy. It is like a marriage between two
company in the corporate haven. Acquisitions can be cordial as well as incongruous. A
cordial acquisition is one in which controlling group of the target company sells its stake to
bidder voluntarily. However, if the management of the target company is not willing to reach
on an agreement, the bidder can directly approach the shareholders of the company by
making an unconditional public offer.
Horizontal mergers:
When two industry are in the Reverse Merger: A large private
same sector and stage. The Vertical Mergers: entity acquiring a public entity to
reason for these types of access the IPO market or when
It can be termed as forward or
mergers can be because they the brand value of the small
backward integration along the
want to consolidate their entity is so big that the large
same value chain.
activities, reducing costs, company goes and acquired it.
survive fierce competition and
increase in market share.
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❖ The advantages and disadvantages of Mergers and Acquisitions:
ADVANTAGES DISADVANTAGES
1.)Sharing of Synergy 1.)It creates chaos in the
management due to differences
2.)Reducing cost in the corporate culture.
3.)Competitive advantage 2.)Leave the employees in
4.)Increasing scope distress as many of them tend to
5.)Economies of Scale lose their jobs
6.)Diversification 3.)It may increase the debt
burden.
7.)Strategical and Financial
benefits 4.)May lead to monopoly
5.)Hinders innovation and
growth sometimes.
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1.1 LITERATURE REVIEW
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3 “L&T’s Nishith Desai 2020 To study Secondary This article
Hostile Associates India’s first throws light
Takeover of hostile on the major
Mindtree” takeover red ocean
strategies
used by the
big
opportunistic
companies to
target the
weak
companies
and how the
target
companies
should
rethink their
strategies to
combat the
hostile
takeover.
4 “Larsen & Janki Mistry 2020 This article Secondary This article
Toubro tries to throws light
Infotech’s understand on how both
Hostile Bid and analyze the
for Mindtree the recent company’s
Ltd.: Much acquisition, balance sheet
Ado About anti-takeover was showing
Nothing! A tactics, nature a positive
Teaching of the deal result and
Case” and funding. how the share
prices of both
the
companies
went up and
how both the
companies
benefitted
from this
deal.
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1.3 RATIONALE
This study will include an explanation as to the concept of hostile takeover and will throw
light on the various pros and cons of hostile takeover on the shareholder’s wealth and what
are the defensive strategies that a target company can sort in order to ward off hostile
takeover.
1.4 OBJECTIVE
Analytical and descriptive research method has been used to determine the success of the
Hostile Takeover carried out by Larsen and Toubro.
The data used is basically based on secondary data that has been taken from various research
journals, news articles and reports.
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1.5.2 TIMEFRAME
We have tried to focus in the year of 2019 in which the Hostile Takeover took place.
Various bar charts and graphs has been used with the help of excel to represent the various
data and findings.
• There was a time constraint that is we have been given only one semester to work on
it. Due to the limited time frame, I could not gather information from all the sources
and some of those sources might contain some vital information which might have
been missed.
• The data might include biasness as the data has been collected from secondary
research.
• The data might include manipulation as there is not much evidence regarding the
truthfulness of the data.
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2. BACKGROUND STUDY
2.1 WHAT IS HOSTILE TAKEOVER?
Hostile takeover can be defined as the purchase of one company which is termed as “the
target” by another company which is termed as – “the acquirer, or bidder”. It is basically a
merger against the will or wish of the target company through open public offering.
L&T in 2019 had a lot of excess cash reserves amounting to more than $2 Billion. The
company wanted to channel this cash to create higher returns. The software industry in India
provides one of the highest rates of return. That was the reason why LTI decided to make an
acquisition in the software space.
It had performed excellently over the years and had captured a huge market worldwide and
expanded its business to Europe, Asia Pacific region and Middle East Nations. The global
expansion made a huge impact in building a strong company with a diversified customer
portfolio.
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2.5 A BRIEF DESCRIPTION ABOUT THE ACQUIRING
COMPANY.
Larsen and Toubro Infotech limited started operating in 1997 and it also has its spread across
30 countries. It offers services in various fields like cloud computing, Cloud Based
Information Services, Assurance, Cyber Defence Resiliency Services and Application
management.
Larsen and Toubro Infotech aim are to improve business outcomes through the use of
Artificial Intelligence, Automation and Data Analytics.
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FROM RS 967.05 TO @RS
980/SHARE
100000000
80000000
NO.OF SHARES
60000000
40000000
20000000
0
Pre Acquisition Post Acquisition
Promoters Sellers (VG Siddhartha and CDEL AND CDTL) Public Shareholders Acquirer
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2.8 STANDALONE PROFIT AND LOSS STATEENT AND
SHARE PRICE VOLATILITY IN THE MINDTREE POST
ACQUISITION:
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The share price of Mindtree initially slumped to Rs. 730 range post the takeover but
after that the share prices gained momentum and bounced back to the Rs 900/1000
range and currently being traded at Rs.2225 range which means that the share prices
has increases over 2 to 2.5 times since the acquisition
SOURCE: MONEYCONTROL
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SOURCE: DION GLOBAL SOLUTIONS LTD
Post-Acquiring Mindtree we can see that there has been:
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The share price increased over 3 times post-acquiring Mindtree. In 2019 the LTI Shares
was being traded at Rs.1500 approximately. Currently the shares are being traded at
Rs.4381.
Thus, we can see an increase in the share price post the takeover of Mindtree.
SOURCE: MONEYCONTROL
1. WHITE KNIGHT
Where a hostile takeover appears unavoidable, the target might a seek out a friendly investor
to whom it can sell the company or some substantial stake of the company and buy back from
them later in future.
2. PAC MAN
It is a very bold move taken by the target company to buy shares in acquiring company in
order to gain control over them in defense of the hostile takeover bid.
3. POISON PILLS
It is a very smart way to deter hostile takeover in which shareholders rights are
specially designed to combat hostile takeover. When the acquirer acquires a large
percentage of shares in the target company, the shareholders become entitled to new
shares at a huge discount which in turn increases the share price in the open market
offer for the bidder.
4. SHARK REPELLANTS
When the target company makes amendments to its legal charter which reinforces the
Directors of the company to remain in control of the management in case the
company is taken over. This is usually done to deter the hostile takeover and also
known as porcupine provisions.
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Buyback of Shares-
In accordance with – “Regulation 29(1) (b) and 29(2) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015”, Mindtree did provide a notice for considering
Share Buyback. However, the board decided to drop the buyback plan since they realized that
it might not have the desired impact to defend and combat the hostile takeover.
The “Acquiring Company” and the “Target Company” needs to be listed in the
Indian stock exchange. These laws would not be applicable if both or either of
them are listed in some other foreign exchange.
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3. ANALYSIS:
The Information Technology industry in India is very lucrative and earned revenue of US$
181 Billion on March’19 and it is expected to grow at 7% to 8% in the next few years. Out of
the total revenue 80% comes from exporting of Information Technology services and it
amounts to US $ 137 Billion. The IT Industry is expected to reach US $350 Billion by 2025.
There are various Government Policies like to support the IT Sector Industries:
• “National Policy on Software Products, 2019” was passed by the Government of India
with the aim to make India a software producing hub.
• Government of India announced the launch of “National Programme on Artificial
Intelligence” and set up a “National Artificial Intelligence Portal” in the interim
budget of 2019-2020
• Government of India included Information Technology in the 12 Champion Service
Sector for which an action plan has been developed a Rs 50 Billion has been allocated
for realizing the potential of those Champion Service sector.
• For development of India through the use of Artificial Intelligence, the Government
of India think tank has introduced National Level Programme.
As per data of Department for Promotion of Industry and Trade (DPIIT) Foreign
Direct Investment (FDI) in IT sector was US $37 Billion cumulatively between the
years 2000-2019.
All these resulted in ease of doing business in the IT Sector. This augured the
ambitious Larsen and Toubro Infotech to expand through acquisition.
Acquisitions are measured and evaluated based on various factors like synergies, cost
reduction, innovation, new technology, market etc. It can fail due to cultural differences. Top
management of Mindtree like Krishnakumar Natarajan, Mr. Partha Sarathy, Mr. Rostow
Ravanan resigned after the hostile bid. If LTI fail to handle and integrate things rightly then it
could impact the business in a negative way.
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4.FINDINGS AND RECOMMENDATIONS:
FINDINGS:
• This hostile takeover significantly helped both the companies to boost their synergies,
reduce cost, make new innovation and development in the field of technology and
Artificial Intelligence.
• Mindtree’s presence in media and e-commerce will be a new potential area of growth,
expansion and development for Larsen and Toubro Infotech.
• LTI is spread over 30 countries and Mindtree spreads over 17 countries worldwide
which will benefit both the companies by giving them economies of scale.
• Mindtree provides service in customized IT solutions to various industries across
various sectors such as banking, insurance, retail, consumer technology, education,
travel etc. This will benefit Larsen and Toubro to diversify their products and service
as well.
4.1 RECOMMENDATIONS:
• Due to the resignation of the key managerial personnel of Mindtree the employees
might find it difficult to work under the new Superiors. So, Larsen and Toubro
Infotech must prudently assign the Supervisors from among Mindtree itself which
would give them incentive and confidence to carry on their work, innovation and
development in the field of Technology based Services smoothly.
• Larsen and Toubro Infotech can improve Mindtree’s performance by increasing cash
flows in the company and by reducing their costs.
• As Mindtree is running independently as a subsidiary of Larsen and Toubro so they
can use their synergies together and built on creating new products and services and
import or acquire new technologies from worldwide.
• They can consolidate and reduce the number of physical offices worldwide and cut
down on expenditures spent on hiring manpower.
• They can together exploit the IT sector across the world by using Economies of Scale
• They can target the IT companies using red ocean strategy and cut down on
unnecessary competitions.
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5.CONCLUSION
▪ Consortium between Mindtree and L&T is benefiting both companies because they
each have different strengths to contribute—L&T has solid manufacturing
infrastructure while Mindtree has the latest technological advancements.
▪ L&T and Mindtree are Indian multinational companies, currently sharing synergy
which is giving them a competitive advantage, diversification, cost reduction,
economies of scale, increasing scope and strategical and financial benefits.
▪ Considering the increasing momentum in the share prices, book value of share, EPS,
net profit and revenues of both the companies, we can also conclude that retail
investors can also make a lot of profits in the long-term.
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6.REFERENCES
https://www.moneycontrol.com/financials/larsen&toubroinfotech/profit-lossVI/LI12#LI12
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