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Xchanging Plc, the UK headquartered BPO major, has announced its intention to acquire 75 percentstake in the Bangalorebased IT/ITES firm Cambridge Solutions in a cash cum share deal valued at 83 million pounds around Rs 689 crore. This would also include the open offer to be made by FTSE listed Xchanging to acquire up to 20 percentof the fully diluted voting share capital of Cambridge Solutions. Currently the UK company would be acquiring the stake of the majority shareholders in Cambridge Solutions Scandent Group.
According to a release, The consideration for the acquisition will be approximately GBP83 million, comprising Rs 371.2 crore in cash equivalent to approximately GBP45 million Rs 373.5 crore at current rates and the issue of 15,249,998 New Xchanging Shares. The New Xchanging shares amount to 7 percentof the companys current issued ordinary share capital. Two of the original Scandent promoters, serial entrepreneur Ramesh Vangal and the Genevabased Chandaria family, will be holding equity stakes in Xchanging.
Commenting on the acquisition, Ramesh Vangal of Katara Group and one of the key shareholders of Cambridge said, I am delighted with Xchangings entry. The combination of Xchangings Management depth with Cambridge strengths in US, Australia and India creates a premier BPO machine. From an Xchanging perspective its a great deal since I believe Cambridge share price understates its intrinsic strengths.
Xchanging said it expects the acquisition, to be accretive to earnings before one off costs in the first full year after completion and anticipates generating returns in excess of its cost of capital from 2010 onwards.
Further, the company said as a consequence of the acquisition, the company said it would make an open offer to acquire up to 20 percent of the voting share capital of Cambridge Solutions. Any Cambridge Solutions Shares acquired under the Open Offer would reduce the number of Cambridge Solutions shares to be acquired from the major shareholders. Hence, at completion this would result in Xchanging owning 75 percent of the fully diluted share capital of Cambridge Solutions.
The company added that the acquisition is consistent with its strategic objectives and brings many strategic advantages.
However, the current valuation of Cambridge Solutions seems to be on the lower side as it has been valued at around Rs 918 crore, while it reported a consolidated revenue of Rs 1236.32 crore for FY08 with a net loss of Rs 8.79 crore.
Xchanging reported revenue of GBP 468.2 million for 2007. Incidentally, last year, Ramesh Vangal had teamed up with private equity major Carlyle for a possible acquisition of majority interest in Cambridge at a higher valuation.
However, the deal fell through with some of promoters reportedly not backing the transaction.
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