Tech Mahindra Receives Company Law Board Approval
April 16 2009 - 7:48AM
PR Newswire (US)
HYDERABAD, India, April 16 /PRNewswire-FirstCall/ -- 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 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
http://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.
DATASOURCE: Satyam Computer Services Ltd. CONTACT: Satyam Media
Relations, Web Site: http://www.satyam.com/
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