Cyril Amarchand Mangaldas, Khaitan & Co act on merger of Happiest Minds into ITC Infotech

ITC Infotech India Limited has acquired 3,36,61,700 equity shares of Happiest Minds Technologies Limited, representing 22.106% of its equity share capital in two tranches.

Happiest Minds is also set to merge with and into ITC Infotech.

Cyril Amarchand Mangaldas advised ITC Infotech on both the share acquisition and the merger.

The transaction was led by Ramgovind Kuruppath (Partne, Co-head – General Corporate) and Megha Krishnamurthi (Partner), with support by Nikita Singhi (Principal Associate), Associates Varnika Pasricha, Tanya Mahajan and Arya Alexander.

Dhruv Rajain (Partner), with support from Rajat Sharma (Principal Associate), Associates Kartik Mishra and Shruti Avinash, advised on competition aspects of the transaction.

Megha Krishnamurthi (Partner), supported by Nikita Singhi (Principal Associate), Associates Rahil Mehta, Varnika Pasricha, Lokesh Soni, Arya Alexander and Janya Navnitlal, assisted in due diligence aspects.

Arun Prabhu (Partner – Co-Head – Digital | TMT) and Arpita Sengupta (Partner), with support from Vasundhara Majithia (Consultant) and Shikhar Sharma (Associate), advised on TMT aspects of the transaction.

Bishen Jeswant (Partner) and Krithika Radhakrishnan (Partner), supported by Akash Mishra (Principal Associate), Shivika Gupta (Senior Associate), Abhilash Tyagi (Senior Associate), Associates Jeevana Vuppu, Vineet Mishra and Harshit Chauhan, advised on the employment aspects.

Khaitan & Co advised and assisted Ashok Soota and Happiest Minds on the sale of Soota's shareholding in the Company to ITC Infotech, and the merger between the two companies. The Firm advised with structuring, due diligence, negotiation and documentation for the transaction.

The transaction team consisted of Abhishek Dadoo (Partner), Jayantika Khanna (Principal Associate) and Shruti Kunisetty (Associate). The following provided assistance:

Antitrust aspects: Anisha Chand (Partner), Rishabh Vohra (Senior Associate) and Vidhi Maharishi (Associate);

Scheme and merger related aspects: Aman Yagnik (Partner), Jamsheed Dadachanji (Principal Associate), Kashvi Shetty (Associate) and Aditi Swapnil Rathi (Associate);

Due diligence: Thomas George (Partner), Hardik Bhatia (Partner), Nishant Chris Mathews (Principal Associate), Tharun Vadlapatla (Senior Associate), Harshit Sawale (Associate) and Vidya Shenoy (Associate);

Execution assistance: Yashvi Chandak (Associate).

Upon the proposed amalgamation being effected, the shares of ITC Infotech are proposed to be listed on BSE Limited and the National Stock Exchange of India Limited.

The transaction is subject to regulatory approvals and shareholder and creditor approvals will be sought for the amalgamation.

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