EDS to offer $380 million for Indian outsourcer

IT services company Electronic Data Systems Corp. said Monday that it will make a conditional open offer worth US$380 million to acquire a majority stake in Indian outsourcer Mphasis BFL Ltd.

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The bid by EDS of Plano, Texas, is the latest attempt by multinational IT services companies to acquire Indian outsourcing companies, to ramp up their own operations in the country, and take advantage of India's low-cost manpower.

IBM Corp. acquired Daksh eServices Pvt. Ltd., a business process outsourcing (BPO) company in Gurgaon near Delhi in 2004. In 2003, Perot Systems bought up the shares of its Indian partner, HCL Technologies Ltd., in its joint venture HCL Perot Systems in Noida near Delhi. It also acquired in the same year Vision Healthsource India Pvt. Ltd., a Chennai provider of billing and claims solutions for health care service providers in the U.S.

EDS already has its own wholly owned operations in India that offer services to customers worldwide.

Mphasis of Bangalore, a company listed on Indian stock exchanges, has both an IT services and business process outsourcing business. It has more than 12,000 employees, including about 11,000 in India, and has clients in multiple industries, including financial services, transportation, technology and health care.

The company is holding a board meeting Tuesday to discuss the details of the offer to be made by EDS, a company spokesman said Monday. "Management response to the offer is positive," he added.

EDS said it will offer to acquire a majority stake in the company for 204.5 rupees (approximately US$4.58) per share in cash, pursuant to Indian securities regulations. This price represents an approximate 30-percent premium to the 26-week average price of Mphasis' equity on Indian stock exchanges. The offer will be contingent upon EDS acquiring 83 million shares, representing approximately 52 percent of current shares outstanding, EDS said. If at least 83 million shares are not tendered in the offer, EDS will not accept any shares tendered, it added.

At current exchange rates, the total purchase price for the 83 million shares is approximately $380 million. EDS expects this transaction to be completed by early third quarter. Baring Private Equity Partners, an international private equity asset manager, holds a dominant stake of about 38 percent in the company.