Germany's SQS Software to acquire majority stake in Thinksoft Global

The deal is worth Rs 148 crore

Germany-based software testing and quality management services firm SQS Software Systems AG has signed a definitive agreement to acquire a majority stake in Chennai-based financial software testing firm Thinksoft Global Services Ltd, for a total consideration of Rs 148.1 crore.

As per the agreement, the promoters of Thinksoft has agreed to sell 26% of the outstanding share capital of the company, which is 26,44,612 shares for a price of Rs 260 per equity share. This would trigger an open offer, in which SQS would looking acquiring 30% of the currently outstanding share capital of the company, buying around 30,51,475 equity shares.

Under the agreement, in case SQS is not able to acquire a majority of the shares of Thinksoft after completion of the Open Offer, the promoters of Thinksoft has 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. After acquisition, the German firm is expected to have around 51% stake in Thinksoft.

Asvini Kumar, Chairman and Managing Director of Thinksoft said that the company will function as the Banking, Financial services and Iinsurance (BFSI) Global centre of excellence, a division within the SQS Group. “At present, both the companies have very less common factors and each have a lot of cross selling opportunity,” he said about the synergy of the deal.

He said that the promoters currently has around 54 per cent share and would continue to hold a minority share in the company after the deal. The entire transaction is likely to be completed over a period of 90 days and even after completion of the transaction, it will continue to be listed entity on the Indian stock exchanges,he added.

The proposed acquisition as well as the Open Offer is conditional upon and subject to regulatory approvals under Indian law.

Diederik Vos, CEO of 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 this substantial market.”

Vos added that the acquisition also help to expand its international reach, giving a presence to the company in Australia, Singapore, Belgium, the Gulf Region and India.    
 
“As a result of this acquisition SQS will be an organisation 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,” added SQS CEO.

Thinksoft has around 800 employees, specialising financial software testing firm serving clients in 27 countries. With delivery centers in India and offices in global financial centers, it has an established track record of 14 million hours of testing work under its belt, it said.

SQS, headquartered in Cologne, Germany, employs around 2,800 staff and 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 revenues of 210.1 million Euros, said the company.