• Promoter stake sale: The transaction structure enables Ashok Soota to cash out half of his 22.1% holding at an average price of around ₹395 per share to fund healthcare and non-profit ventures, while retaining the remaining half in the merged entity. A reverse merger route was chosen due to minimum public shareholding constraints that prevented Happiest Minds from directly acquiring ITC Infotech.
• Combined entity valuation: Happiest Minds was valued at an enterprise value of approximately ₹6,000 crore (15.1x EV/EBITDA) versus ITC Infotech at ₹12,000 crore (13.6x EV/EBITDA), creating an combined entity worth around ₹18,500 crore (nearly $2 billion) with an estimated swap price of ₹1,315 per ITC Infotech share.
• Governance and dividends: Management cited ITC’s established corporate governance track record to reassure public shareholders, noting that ITC Infotech typically distributes roughly 80% of its cash profits as dividends.
• Business capability synergies: The merged company plans to retain talent across both organizations to combine ITC Infotech's enterprise transformation, SAP, and PLM strengths with Happiest Minds' digital, AI, data, cybersecurity, and product engineering capabilities.