HCL cash offer to Axon Board; UK co may finalise deal on Oct 24

NEW DELHI: Hours after Infosys announced its decision not to raise its bid for Axon, HCL Technologies today said it has decided to go ahead with its proposal for acquiring the UK-based consultancy major, valued at 441.1 million pound.

The acquisition would be conditional upon the Axon board and shareholders' voting for HCL acquiring 75 per cent stake of the UK-based company, the company said in a filing to BSE.

HCL, through its subsidiary of HCL EAS, has already bought 0.47 per cent equity of Axon.

Merrill Lynch is the adviser to HCL for the deal. HCL EAS would be the firm through which the scheme of arrangement would take place.

"With the consent of the UK Takeover Panel and Axon, HCL has decided to implement the offer by way of a scheme of arrangement. The acquisition continues to be on the same terms and conditions as set out in the original announcement of 26 September 2008," the Noida-based company said in a statement.

It is anticipated that Axon would post the Scheme Document to Axon Shareholders on or around October 24, 2008, with completion of the deal expected prior to the end of the year.

On September 26, the board of HCL Technologies announced the terms of a cash offer to acquire the entire issue and to be issued share capital of Axon Group Plc at a price of 650 pence in cash per Axon share, valuing the entire issued and to be issued share capital of Axon at approximately 441.1 million pound.

Subsequently, October 2 2008, the board of directors of Axon announced that they intend to unanimously recommend the HCL Offer.

Standard Chartered has arranged 400 million pound loan for HCL to fund the deal and the rest would be arranged through internal accruals.

HCL views this merger as a strategic fit for both the companies, wherein Axon's strong implementation capabilities along with HCL's application and infrastructure management abilities would help deliver unique value to the customers of HCL and Axon and create incremental value for HCL shareholders.

Research Analyst Anurag Purohit of Religare said the valuation is too high for HCL Technologies. "It is an expensive acquisition", he said.

But the management of HCL Technologies has performed comprehensive due diligence on Axon and believes that the price offered represents good value given the strong business case of combining the two organizations.