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Patni Stake Sale: India's Largest IT M&A Deal

NEW YORK ( TheStreet) -- Patni Computers (PTI), a U.S.-listed technology firm, is currently the point of argument and discussion between the promoters of the company and its prospective bidders. The buyout deal, if successful, would be one of India's largest IT M&A deals, topping $1 billion.

The founders of India's seventh-largest software exporter, Patni Computers, and major investor General Atlantic are looking to sell their stakes in the company in order to monetize their holdings and diversify their assets beyond the technology sector, the Wall Street Journal reports, citing people familiar with the matter. The Patni family (comprising of three brothers) and General Atlantic stakes are 45.88% and 17%, respectively.

Meanwhile, two consortiums formed by private equity players are in the race to buy all, or part of the holdings. The consortiums are Advent International and the Carlyle Group, competing against a bid offer by Apax Partners and iGATE (IGTE). Japan's Hitachi (HIT) and NTT Data are participating in the bidding process as well.

A successful bidder could end up owing an 80% controlling stake. Later, the winner has to make an open offer for 20% from the company's capital as Indian regulations mandate that any stake buy of 15% or more automatically leads to an open offer for a further 20%.

In a recent development, Patni's promoters refused to sign a non-compete agreement with the prospective buyers of the company. All M&A deals include a non-compete pact to ensure that the seller does not do a similar business and compete with the buyer for a specified number of years.

Patni promoters refused to give any assurances regarding the company's future business dealings with clients of Patni. On this, Carlyle-Advent has expressed its discontent, while iGATE-Apax is keen to pursue the deal. The PE firms believe that such assurances are necessary as the promoters can use their extensive contacts with clients to lure the business away from new buyers.

iGATE is seeking a $500 million-$600 million line of credit with Deutsche Bank coupled with the support of private equity giant Apax Partners, for acquiring its bigger rival Patni Computer Systems. Apax Partners will likely receive a minority exposure in the combined Patni-iGATE entity if the bid is successful. iGATE has a strategic advantage as the company has $100 million in cash or cash equivalent with negligible debt providing room and flexibility to raise a loan. In terms of revenue, Patni's estimates are $700 million, while iGATE may stand at $300 million in the current year.

Besides its management expertise on board, iGATE is also showcasing the fact that GE is one of the biggest customers for both iGATE and Patni which, in turn, is a good fit for both the companies, if merged.

On Nov. 29, Sidoti & Company assigned a buy rating to iGATE with a price target of $30, representing a potential upside of 20.8% from current levels.

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