Tech Mahindra receives Company Law Board approval
Hyderabad, 16 April 2009: Satyam Computer Services Ltd. (NYSE: SAY;
BSE: SATYAM; NSE: SATYAMCOMP) (the "Company"), announced today
that the Hon’ble Company Law Board had passed an order dated April 16, 2009
approving the selection of Venturbay Consultants Private Limited, a subsidiary
controlled by Tech Mahindra Limited (“Tech Mahindra”), as the successful
bidder to acquire a controlling stake in the Company.
Accordingly, the Company will issue and allot to
Tech Mahindra 30,27,64,327 (Thirty Crores Twenty Seven Lakhs Sixty Four
Thousand Three Hundred and Twenty Seven Only) shares of the Company ("Initial Shares"), representing
thirty one percent (31%) of the share capital of the Company after giving effect
to the issuance of the Initial Shares ("Enhanced Share Capital"), upon (x) deposit by Tech Mahindra of
the subscription amount of Rs. 1,756 Crores (approximately US$ 351 million
based on an exchange rate of Rs. 50 to US$1) by 21, April 2009 and the requisite
escrow amounts for the mandatory cash tender offer to acquire an additional
minimum 20% of the Enhanced Share Capital and convertible instruments ("Public Offer") in accordance with
the SEBI (Substantial Acquisition of Shares and
Takeovers) Regulations, 1997 (collectively, the “Total Acquisition Funds”), in separate escrow accounts on or
before April 21, 2009 and (y) fulfillment of certain closing conditions and
obtaining the required regulatory approvals, including approval from the
Securities Exchange Board of India.
The Hon'ble Company Law Board, by its order, also
granted Tech Mahindra the right to appoint no more than 4 of its nominees as
directors on the Company's board, upon Tech Mahindra depositing in escrow, in
cash, the total funds necessary to consummate the Public Offer. The present 6 directors
of the Company appointed by the Central Government will continue on the board
of the Company until further orders of the Hon’ble Company Law Board and no
additional directors need be appointed by the Central Government.
The Hon'ble Company Law Board, in its
order, has also directed state and central government agencies not to initiate
any action, in exercise of their powers, against Tech Mahindra's nominee directors
for acts prior to January 9, 2009, without the prior leave of the Hon’ble
Company Law Board, for as long as Company Petition 1 of 2009 is pending before
the Hon'ble Company Law Board.
In addition, as the accounts of the
Company have to be restated after audit for a period of six years, the Hon'ble
Company Law Board has, in its order, granted the Company an extension of time until
December 31, 2009 to make necessary filings of returns/documents as required
under applicable laws including publication of quarterly reports as required
under the listing agreement.
About
Satyam
Satyam (NYSE: SAY), a
leading global business and information technology services company, delivers
consulting, systems integration, and outsourcing solutions to clients in
numerous industries across the globe. Satyam leverages deep industry and
functional expertise, leading technology practices, and an advanced, global
delivery model to help clients transform their highest-value business processes
and improve their business performance. The company's professionals excel in
engineering and product development, supply chain management, client
relationship management, business process quality, business intelligence,
enterprise integration, and infrastructure management, among other key
capabilities.
Satyam development and delivery
centers in the US, Canada, Brazil, the UK, Hungary, Egypt, UAE, India, China,
Malaysia, Singapore, and Australia serve numerous clients, including many
Fortune 500 organizations. For more information, see www.satyam.com.
Safe Harbor
This press release contains
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended. The forward-looking statements contained herein, including statements regarding the deposit of the Total
Acquisition Funds into escrow, the consummation of the Preferential Allotment,
the making and consummation of the Public Offer and the Company’s ability to
complete a restatement of its financial statements, are subject to
certain risks and uncertainties that could cause actual results to differ
materially from those reflected in the forward-looking statements. In
particular, there can be no assurance that Tech
Mahindra will deposit the Total Acquisition Funds in escrow on or before April
21, 2009, the Preferential Allotment will be consummated or the Public Offer
will be made or consummated. Satyam undertakes no duty to update any
forward-looking statements.
