Happiest Minds shares fall over 10% after ITC Infotech merger, promoter stake sale

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Shares of Happiest Minds Technologies Limited were trading sharply lower on Tuesday, down 10.54 per cent at ₹364.05 around 12.42 pm, after the company announced a major promoter stake sale and a merger scheme with ITC Infotech India Limited on Monday, August 31.

The stock opened at ₹404, touched a high of ₹404 and slid to a low of ₹356.95 during the session. Against a previous close of ₹406.95, the scrip has shed nearly ₹43 in intraday trade. Traded volume stood at 111.76 lakh shares, with traded value at ₹415.75 crore, reflecting heavy participation. Sell-side pressure dominated, with 54.90 per cent of total quantity on the sell side against 45.10 per cent on the buy side.

Promoters sell 22.1% stake to ITC Infotech

The selloff follows disclosures made after market hours on Monday. Founder Ashok Soota and Ashok Soota Medical Research LLP, the selling promoters, executed a share purchase agreement with ITC Infotech India Limited for 3,36,61,700 equity shares, representing 22.106 per cent of the company’s paid-up capital. The deal is valued at approximately ₹1,329.72 crore, structured in two tranches, the first at ₹390 per share and the second at ₹400 per share.

Separately, the Happiest Minds board approved a scheme of amalgamation under which the company will merge into ITC Infotech, with shareholders receiving 25 ITC Infotech shares for every 81 Happiest Minds shares held. The exchange ratio was certified by PwC and GT Valuation Advisors, with ICICI Securities providing a fairness opinion. The board also approved shifting the registered office from Karnataka to West Bengal, subject to shareholder and regulatory approvals.

Merger awaits regulatory approvals

At current levels, the stock trades well below its 52-week high of ₹583.40 and carries a P/E of 27.78. The merger remains subject to approvals from stock exchanges, the Competition Commission of India, and the National Company Law Tribunal.

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