26 March 2012

Tech Mahindra, Mahindra Satyam to merge :Motilal Oswal

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Tech Mahindra, Mahindra Satyam to merge
2:17 swap ratio; synergies over time; near term growth headwinds


 The Board of Directors at Tech Mahindra and Mahindra Satyam approved the merger
ratio of 2 Tech Mahindra shares for every 17 shares of Mahindra Satyam.
 The joint entity will have USD2.47b revenue in FY12, 75,000+ strong workforce and
350+ active clients, across 54 countries.
 Our estimate for total PAT stands at INR14.8b in FY12E and INR14b in FY13E. On a
diluted share base of 211m (ex 24m treasury shares), this implies an EPS of INR70.1 in
FY12E and INR66.1 in FY13E.
 The companies expect synergy from leveraging each other's expertise, economies of
scale, and standardization of business practices. We expect the synergy benefits to
start reflecting in the financials only over a period of time. However, key headwinds
persist in the near-medium term: (1) Muted revenue outlook at Satyam, and (2)
Uncertainty over BT revenues at Tech Mahindra.
 The combined entity trades at 10.3x FY13E earnings. Even if we value Satyam at 12x
and Tech Mahindra at 9x FY13E PAT, our resulting target price of INR734 implies 7%
upside. Maintain Neutral.



2:17 swap ratio
 The Board of Directors at Tech Mahindra and Mahindra Satyam approved the
merger ratio of 2 Tech Mahindra shares for every 17 shares of Mahindra Satyam.
 The Mahindra Group will own 26.3% in the combined entity, British Telecom
will own 12.8%, 10.4% will be held as treasury stock, 34.4% to be held by the
public shareholders of Mahindra Satyam and the balance 16.1% will be held by
the public shareholders of Tech Mahindra.
 Tech Mahindra will issue 103.4m new shares, thereby increasing its outstanding
shares to 230.8m and its equity capital to INR2,308m.
 The completion of the merger process remains 6-9 months away.
Combined entity: 75,000+ workforce, USD2.4b revenue
The combined entity will have approximately 75,000+ strong work force and 350+
active clients, across 54 countries. Our estimates suggest combined revenue of
USD2.47b in FY12E and USD2.63b in FY13E.
Vertical mix: Revenues of the merged entity will have ~53% contribution from
Telecom and Retail verticals, followed by 17% from Manufacturing. BFSI and
Technology, Media & Entertainment will constitute ~10% each.
Geography mix: 42% of revenue from North America, 35% from Europe and 23%
from Rest of the World.
FY12E PAT of INR14.8b, EPS of INR70.1: Our estimate for total PAT stands at INR14.8b
in FY12E and INR14b in FY13E. On a share base of 211m (excluding treasury shares),
this implies an EPS of INR70.1 in FY12E and INR66.1 in FY13E (excluding the
restructuring fees).
24m treasury shares: The merger has also created 24m treasury shares, which will
serve the purpose of ready liquidity in case of an investment opportunity


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