Thinksoft Global Services, one of the largest independent software testing companies focused solely on the Banking, Financial Services and Insurance sector (BFSI), has inked a definitive agreement (SPA) with SQS Software Quality Systems AG (SQS) the world’s largest supplier of independent software testing and quality management services, whereby SQS will acquire a majority of the currently outstanding shares of Thinksoft for Rs 260 per share for a total consideration of Rs 1.481 billion.
As part of the SPA the current promoters of Thinksoft have agreed to initially sell to SQS 2,644,612 equity shares of Thinksoft for a price of Rs 260 per equity share, representing 26% of the currently outstanding share capital of the company at a premium of 68% to Thinksoft’s closing share price on November 06, 2013.
Furthermore, SQS is, in compliance with the terms of the SEBI Regulations, 2011, as amended, will launch a tender offer to acquire from the public shareholders of Thinksoft a further 3,051,475 equity shares, representing 30% of the currently outstanding share capital of the company. Under the SPA, in case SQS is not able to acquire a majority of the shares of Thinksoft post completion of the Open Offer, the promoters have agreed to sell up to 2,803,871 additional equity shares of Thinksoft to SQS at a price of Rs 260 per equity share, to ensure that SQS acquires a majority of the currently outstanding shares.
The proposed acquisition as well as the Open Offer is conditional upon and subject to regulatory approvals under Indian law. The entire transaction is likely to be completed over a period of 90 days. Thinksoft will post completion of this transaction continue to be listed entity on the Indian stock exchanges.