Capgemini Agrees to Pay $4 Billion for Apax-Backed Igate in IT Services Deal

NEW YORK (TheDeal) -- Leading European technology services provider Capgemini  (CGEMY) said on Monday that it agreed to pay $4.04 billion in cash for Nasdaq-listed and private equity-backed Igate (IGTE) to gain exposure to the fast-growing North American IT services market.

Capgemini, of Paris, will offer $48 per share for Bridgewater, N.J.-based Igate, a 4.7% premium to the target's Friday closing price of $45.85 and 12% higher than its average price over the past 30 days.

The deal values Igate at an enterprise value of about $4.53 billion, including debt of $686 million and cash on hand of $192 million at the end of 2014. Based on that enterprise value, Capgemini is paying about 15.5 times Igate's earnings of $292 million for 2014 and just under 3.6 times its sales of $1.27 billion.

Igate provides technology, consulting and engineering services to predominantly North American clients. The company's two biggest clients are General Electric (GE), which accounted for 16% of total sales in 2014, and Royal Bank of Canada (RY), which accounted for 10%, according to the group's 2014 annual report.

The acquisition "will give us a new status on the American market," said Capgemini Chairman and CEO Paul Hermelin in a statement.

The deal will boost Capgemini's revenue in North America by about 33% to $4 billion in 2015, equating to about 27% of its total post-acquisition revenue of $12.5 billion. Capgemini made about 21% of its sales in North America in 2014, according to an analyst presentation.

The acquisition will also serve to accelerate the French company's sales and earnings growth amid sluggish spending in its home market of France and across Europe. Igate's revenue and earnings grew by 10% and 23%, respectively, in the past year, compared with Capgemini's increases of 4.8% and 10.9%, respectively.

Capgemini said that the bid had the support of holders of 54% of the target's stock. It didn't name the backers but they are almost certainly Igate's largest shareholder, Apax Partners, and co-chairmen Sunil Wadhwani and Ashok Trivedi.

Apax owns 29% of Igate, a stake it acquired in 2011 when it backed Igate's $1.22 billion acquisition of India's Patni Computer Systems with a $480 million investment. The stake is worth $1.17 billion based on Capgemini's offer. Wadhwani and Trivedi own 13% and 12.8% of the company.

Apax declined to comment on the sale.

Capgemini expects the deal to boost earnings per share by 12% in 2016 and 16% in 2017.

The deal will also significantly boost Capgemini's presence in India, a key employment market for technology services firms and the location of the vast majority of Igate's workforce. Igate in September launched Igate Corporate University in Pune, India. The institution can accommodate more than 750 trainees, making it one of the largest corporate training facilities in Asia. The combined group will have about 48% of its employees based in India.

The deal will be conducted as a one-step cash merger between Igate and Capgemini North America and is expected to close in the second half of 2015. Capgemini will finance the deal using a mixture of its cash on hand, the sale of new equity (which could dilute current shareholders by as much as 6%), and debt.

Shares in Capgemini traded Monday at €80.57 ($87.23), up €2.20, or 2.8%, from their Friday close, equating to a market capitalization of €13.1 billion.

Advisers on the deal include Kirkland & Ellis for Igate. The Kirkland legal team was led by Srinivas Kaushik, Sarkis Jebejian, David Feirstein and Joshua Soszynski.

If you liked this article you might like

IGate (IGTE) Marked As A Barbarian At The Gate

IGate (IGTE) Marked As A Barbarian At The Gate

IGate (IGTE) Showing Signs Of Being Strong And Under The Radar

IGate (IGTE) Showing Signs Of Being Strong And Under The Radar

European Stocks Edge Up From 3-Month Lows; Bayer Sells Diabetes Division

European Stocks Edge Up From 3-Month Lows; Bayer Sells Diabetes Division

Water-Logged And Getting Wetter Stock Of The Day: IGate (IGTE)

Water-Logged And Getting Wetter Stock Of The Day: IGate (IGTE)

Nasdaq Backs Off Record High as Biotech Drags Markets Lower

Nasdaq Backs Off Record High as Biotech Drags Markets Lower