Hot Pursuit     08-Nov-13
Thinksoft Global gallops to 52-week high
Thinksoft Global Services was locked at 20% upper circuit at Rs 194.15 at 12:13 IST on BSE after the firm said that SQS Software Quality Systems, AG, a London Stock Exchange listed company is proposing to acquire control of Thinksoft Global Services.

The announcement was made before market hours today, 8 November 2013.

Meanwhile, the S&P BSE Sensex was down 100.10 points or 0.48% at 20,722.67

On BSE, 9,797 shares were traded in the counter as against average daily volume of 27,106 shares in the past one quarter.

The stock opened with an upward gap, surging by the maximum 20% daily circuit and remained locked at the 20% level at Rs 194.15 so far in the day, which is also its 52-week high for the counter. The stock had hit a 52-week low of Rs 57.05 on 28 March 2013.

The stock had outperformed the market over the past one month till 7 November 2013, surging 45.96% compared with the Sensex's 4.66% rise. The scrip had also outperformed the market in past one quarter, jumping 93.42% as against Sensex's 11.56% rise.

The small-cap IT company has equity capital of Rs 10.17 crore. Face value per share is Rs 10.

SQS Software Quality Systems, AG, (SQS) a company listed on the AIM at the London Stock Exchange, with a secondary listing on the Deutsche Borse ‘Open Market', an independent software and verification services provider is proposing to acquire control of Thinksoft Global Services (Thinksoft) by acquiring the equity shares held by certain promoter shareholders of the company, who together hold 54.48 lakh equity shares of the company constituting 53.57% of the currently outstanding paid-up equity share capital of Thinksoft, in terms of a share purchase agreement (SPA) dated 8 November 2013.

As per the SPA, Thinksoft has agreed to sell and transfer 26.44 lakh equity shares of the company to SQS for a price of Rs 260 per share, representing 26% of the currently outstanding share capital of Thinksoft and SQS would be launching a mandatory open offer for the acquisition of 30.51 lakh equity shares from the shareholders of Thinksoft.

In the event the total number of equity shares acquired by SQS pursuant to the acquisition of the acquisition shares in terms of the SPA and the open offer is less than 56.38 lakh equity shares, then Thinksoft has agreed to sell to SQS in addition to the acquisition shares, such number of equity shares, which are equal to the short-fall, subject to a maximum of 28.03 lakh equity shares, at the same per share price of Rs 260. The proposed acquisition as well as the open offer is conditional upon the subject to receipt of regulatory approvals under Indian law, Thinksoft said. 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 (BSE and NSE).

Pursuant to the completion of the proposed acquisition and the open offer, SQS would hold a majority of the paid-up equity share capital of Thinksoft. Further on the acquisition shares closing date, the board of each committee and sub-committee of the board will be reconstituted, in accordance with applicable law.

Commenting on the transaction, Asvini Kumar, CMD, Thinksoft said, "We are excited about joining forces with SQS. This is indeed a momentous decision which creates a platform for accelerated growth with the potential to propel Thinksoft into a new orbit. Thinksoft will function as the BFSI Global centre of excellence, a division within the SQS Group. Both organizations are pure play independent software testing and quality management services companies and are a natural fit. Our customers have every reason to be excited about this development. They will look forward to more value added services, newer offerings, engage with us in a bigger way to benefit from the size and scale factors that this combination will bring into play".

Commenting on the transaction, Diederik Vos, CEO, SQS said, "Thinksoft will considerably deepen our expertise in the fast growing BFSI sector, which is a key strategic focus for SQS. In addition, the acquisition brings with it new client relationships in a number of our core geographies, including the USA, enabling us to further accelerate our rapid penetration of the substantial market. The acquisition also expands our international reach, giving us a presence in geographies including Australia, Singapore, Belgium, the Gulf Region and India. As a result of this acquisition SQS will be an organization of increased size and scale, particularly in terms of our Indian offshore headcount and BFSI expertise, giving us the capacity and resources to bid on ever larger Managed Services contracts. As such, we are confident of reporting further significant contract wins going forward".

SQS is the world's leading specialist in software quality and software testing. Headquartered in Cologne, Germany, the company has offices in Germany, the UK, Egypt, Finland, France, India, Ireland, the Netherlands, Norway, Austria, Sweden, Switzerland, South Africa and the US. In 2012, SQS generated revenue of 210.10 million Euros.

Thinksoft Global Services' consolidated net profit rose 2.92% to Rs 10.55 crore on 17.17% growth in net sales to Rs 50.43 crore in Q2 September 2013 over Q1 June 2013.

Thinksoft Global Services is a Chennai-based financial software testing company.

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