Here is a 3 sentence summary of the document: Infosys is considering acquiring Mastek, an Indian IT services company, to expand its digital offerings and gain expertise in areas like digital commerce. Mastek would complement Infosys through its subsidiaries that specialize in domains like agile delivery and digital transformation. The acquisition would be done through a mix of cash and stocks, and Mastek would continue operating independently while also gaining representation on Infosys' board.

2. About Infosys
Company was founded on 7th
July 1981 in Pune India
Founded
IT services, IT business
Consulting, Outsourcing
Industry NIA
Infosys Consulting
Infosys Information Platform (IIP)
Global banking platform
Panaya Cloud Suite
Products and Services
Infosys had 82 sales and marketing
offices and 123 development centres
across the world
Geographical Presence

3. Infosys in
Numbers
DEBT EQUITY : 0 CURRENT RATIO :
3.83
NET PROFIT
MARGIN : 26.08%
NET INCOME : RS
16155 CRORES
EPS : 71.28 CMP : 634.05

4. Navigate The Next
4 Pillar
Strategy
Expanding
localisation
efforts
Scaling Digital
Business
Energising
client’s core
technology
business
Employee
reskilling
Always on Learning: Design
Thinking, Open reskill centers
Agile digital at scale: Blockchain
for supply chain, Experimentation
with in-store insights, Data
protection, Inter department
Transformation
AI powered core: Automation,
Use of APIs, Data Analytics
Expanding Localisation: Accessing
local talent pools, Studios for
Agile and rapid prototyping

5. Past Acquisitions By Infosys

6. About Mastek
Company was founded in
May 1982 in Mumbai, India
Founded
IT services, IT business
Consulting, Software
Information Technology
Industry
Systems Task Group (2008)
Kognitio Data Migration(2010)
Indigoblue Consulting (2015)
TAISTech (2017)
Past Mergers &
Acquisitions
Presence in India, USA and UK with
around 11 business centers
Geographical Presence

7. Expansion
• It will help Infosys to gain
Economies of scale and
Economies of scope in its
operations
Complimentary
technical assets
• To augment its current
offerings in the areas of
business support such as
digital commerce
Operating
Synergy
• Since both the companies
provide IT solutions to
different clients, operating
synergy is the biggest
motivator. By acquiring
Mastek, Infosys would expand
its business and clientele
Synergy
Strategic realignment
Mastek has dedicated
service offerings for digital
commerce which is a
booming segment in Indian
and world economy. Having
this as a dedicated service
would help Infosys gain
more valuable clients. It can
benefit from the expertise
of Mastek in this field.

8. Infosys
IndigoBlue TaisTech
Kognitio Data
Migration Offering
Mastek
Systems Task Group
IndigoBlue: Specialized in Agile and
lean delivery
TaisTech: Focused on digital
commerce transformation by
providing the strategic, creative, and
technical expertise
Kognitio Data Migration Offering:
Data Factory Tool Kit (DFTK) and data
migration methodology
Systems Task Group: An
international provider of enterprise
solutions for the property and
casualty (P&C) insurance industry

9. Majesco: Specializes in
providing insurance
technology & core system
software solutions
Hexaware Technologies: It is
automation-led, next-
generation provider of IT, BPO
and consulting services
Mindtree: Delivers digital
transformation and technology
services from ideation to
execution
Mphasis: provides infrastructure technology and
applications outsourcing services
3i Infotech: IT company offering IP based software
solutions, including Banking, Insurance & Asset
Management and ERP software solutions
Emerging Competitors
The subsidiaries of Mastek has
the specializations which will
help Infosys tackle the
competitions which the new
age IT companies present in
areas where Infosys doesn’t
has expertise

10. Shareholding
pattern of Mastek
Promoters own 46.89% shares and Public
own 53.1% shares
Foreign Portfolio Investors own 7.76%
shares , who would want to cash out
As per Ministry of Corporate Affairs,
ordinary majority required for merger and
Acquisition
With 54-55% of shares owned by willing
sellers, Majority would not be an issue
Ownership Pattern as on 30-Sep-2018 No of Shares % Share Holding
Foreign (Promoter & Group) 3117628 13.11
Indian (Promoter & Group) 8036032 33.79
Total of Promoter 11153660 46.89
Non Promoter (Institution) 4201175 17.66
Non Promoter (Non-Institution) 8430978 35.45
Total Non Promoter 12632153 53.11
Total Promoter & Non Promoter 23785813 100
Custodians(Against Depository Receipts) 0 0
Grand Total 23785813 100

11. Subsidiaries of Mastek
Trans American
Information Systems
Private Limited - India
(Wholly Owned Subsidiary
of Mastek Limited
• Mastek (UK) Limited –
United Kingdom. (Wholly
Owned Subsidiary of
Mastek Limited)
• IndigoBlue Consulting
Ltd - United
Kingdom(Wholly Owned
Subsidiary of Mastek (UK)
Limited)
• Digility Inc – U.S.A.
(Wholly Owned Subsidiary
of Mastek (UK) Limited)
• TAISTech LLC, U.S.A. -
(Wholly Owned Subsidiary
of Digility Inc., U.S.A.)
• Trans American
Information Systems Inc. –
U.S.A - (Wholly Owned
Subsidiary of Digility Inc.,
U.S.A.)

12. Regulatory
Requirements
Approach the High Court of Maharashtra( Mastek HO)
Filing of scheme with Stock Exchange
Since Mastek is listed, an Auditor Certificate is required to be
submitted to Stock Exchange for compliance with Accounting
Standards
Disclosure to Public before the Acquisition
If 90% of shareholders( excluding shares held by acquirer) approve
the merger, they can ask the remaining 10% to sell
The floor price of shares is linked to the average of the weekly high
and low closing price of the stock of the company over a 26 week
period

13. Valuation of
Mastek
We have Used
Discounted
Cash Flow(DCF
) to value the
firm
The growth
rate used is
industry
growth rate
and the
terminal
growth rate is
GDP growth
rate
Tax rate is
assumed to be
constant
Using this
we
calculated
FCFE as
1162.807
Crore
WACC is
calculated
using Kd and Ke
Nifty 50 is
taken for Rm
and T bill
rate used for Rf

14. Takeover
Strategy
Infosys would be going for Friendly Takeover as Infosys and
Mastek both will benefit from this merger
Infosys would use cash and stocks to acquire the firm,
Infosys CMP is 634 and Mastek Price is 437.
Mastek would get .88 shares of Infosys for each Mastek
share ( giving them 486.590 per share , giving 12.8%
premium
For investors cashing out, they would get 484.25 per share

15. Post
Acquisition
plan
Mastek Enjoys high goodwill among its clients, so it
would be run as a separate entity
3 board members would be from Infosys in the BOD
CEO will remain the same
Currently Infosys has 2 Lacs employees and Mastek
has 2000 Employees
Mastek employees who want to shift to Infosys
would be a given choice

16. Infosys Board of directors
Salil Parekh
• CEO and
Managing
Director
U.B. Pravin Rao
• CEO and
whole-time
director
Nandan M.
Nilekani
• Non executive
chairman of the
board
Kiran Mazumdar
Shaw
• Lead
Independent
Director
Roopa Kudva
• Independent
director
Dr. Punita
Kumar Sinha
• Independent
director
D.N. Prahlad
• Independent
director
D. Sundaram
• Independent
director
Michael Gibbs
• Independent
Director

17. Mastek current Board of Directors
S Sandilya
• Non executive
chairman
Sudhakar Ram
• Vice Chairman
and Managing
Director
Ashank Desai
• Non-Executive
Director
Priti Rao
• Non Executive
and
Independent
Director
Atul Kanagat
• Non executive
and
Independent
director
Keith Bogg
• Non executive
and
independent
director

18. Probable new BOD of Mastek
Nandan M
Nilekani
• Non
executive
Chairman of
the board
Salil Parekh
• CEO and Vice
chairman
U.B. Pravin Rao
• CEO and
managing
director
S Sandilya
• Vice
chairman
Sudhakar Ram
• Vice
Chairman
Priti Rao
•Non Executive
and
Independent
Director
Atul Kanagat
•Non executive
and
Independent
director`
Keith Bogg
•Non executive
and
independent
director
Independent
Director
Independent
director

19. Thank you