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MUMBAI, Feb 18: Hinduja Global Solutions, a Hinduja Group company, on Friday said it will acquire NxtDigital's digital, media and communications business in an all stock deal.
The Board of Directors at HSG has approved share entitlement ratio of 20:63 for acquisition of NDL's digital, media and communications business undertaking, the company said in a regulatory filing.
"The proposed acquisition of NDL's digital, media and communication business undertaking will be an all-stock deal and will not entail cash outflow from HGS," it said.
HGS will issue 20 equity shares of Rs 10 each, post issue of bonus equity shares by the company, for every 63 equity shares of NDL of Rs 10 each fully paid up, it said.
The share entitlement ratio was determined by independent valuers KPMG Valuation Services and SSPA and Co Chartered Accountants and is based on post-bonus equity share capital of HGS, it said.
"HGS is evolving into a digital-led customer experience transformation company, with a focus on building deep B2B and B2C domain knowledge in specific industries, especially the telecom, media and technology (TMT) vertical. We believe that HGS' TMT and NDL's digital, media and communication businesses have strong synergies, and we can leverage each other's experience, talent, expertise and credentials to grow faster and expand further, globally and in Asia,? said Partha DeSarkar, Executive Director and Group CEO of HGS.
He further said the acquisition of NDL's business opens up a direct-to-consumer practice for HGS in India and provides a huge opportunity for the company to participate in the rapidly growing Digital India initiative.
"The proposed transaction, once completed, will fuel the new digital, media and communication business' expansion plans in the digital space as it looks to harness analytics and automation to grow its portfolio across video, broadband, OTT and WIFI services," the company said.
In a separate filing, NDL Managing Director and CEO Vlynsley Fernandes said: ?The media and entertainment industry is going through a digital transformation on the back of emerging technologies. The proposed transfer, once completed, will fuel our expansion plans in the digital space, as we look to harness analytics and automation to grow our digital portfolio across video, broadband, OTT, WiFi and other services."
He stated that NDL shall pursue other high growth-oriented business opportunities in a restructured manner including rebranding, renaming in consonance with potential M&A proposals.
The transaction will be subject to shareholder approval and all applicable regulatory approvals, including NCLT, which is expected to take 6-8 months.
On completion of the transaction, NDL's digital, media and communication business undertaking would operate as a division of HGS.
As at December 31, 2021, HGS equity share capital was Rs 20.90 crores. On completion of the 1:1 Bonus, the equity share capital would be Rs 41.80 crore.
Upon the Scheme of Arrangement with NDL becoming effective, the equity share capital of HGS would be Rs. 52.48 crores, the company said.
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