Mindtree will unitedly resist L&T, protect interests of stakeholders: CEO

It has not been an easy week for Bengaluru-based Mindtree. Exactly a week ago, L&T signed a deal to buy Mindtree’s long-term investor and Coffee Day Enterprises founder VG Siddhartha’s 20.3 per cent stake for Rs 3,269 crore. The construction giant said it aimed to get a controlling stake of over 66 per cent in the mid-sized IT firm through a combination of open offer and purchase of shares from the market. In a conversation with Neha Alawadhi, Mindtree CEO Rostow Ravanan said all the company's independent directors are aligned with the approach that Mindtree will resist the “unsolicited bid” that has come from L&T. He added the company would uphold the interests of all stakeholders. Edited excerpts:

What are the main issues with the offer L&T has made? Did it try to reach out and rework the terms so that you may be willing to reconsider?

When more data becomes available, we will always evaluate that data. So, based on everything we know, in terms of both words spoken by L&T and the actions taken, we find some dissonance between the two. For example, at one stage, it mentioned that this is a financial investment: It likes the business, got a good deal from a shareholder, so the company bought it. And if you look at all the shares that it has and wants to have, it is going to cross 60 per cent. Nobody buys 60 per cent in a company as a financial investment. So, there are inconsistencies between various statements. Once, one of its senior stakeholders mentioned that L&T will leave the company independent. During another time, another senior representative of L&T said that it will merge after the founders step down. So, those are the kind of things that worry us. But nonetheless, at the end of the day, if somebody puts something concrete down on a piece of paper and gives us all the things, that is additional data, we will evaluate that data when it becomes visible. 

There have been reports of the Mindtree board seeking a meeting with L&T. Could you confirm this? 

Those reports are completely false. At Mindtree, the entire management team and the entire board, including all independent directors, are completely aligned with the approach that Mindtree has resisted the unsolicited bid that has come from L&T. There is no difference of opinion between any of the independent directors and the management team members on this issue whatsoever. 

If it is not just emotions for the company, is there a Plan B that your are considering?

There is a plan we’re working on but I can’t announce a strategy at this point. I am not sure if I'll want to call it a Plan B because there are multiple plans. But from our perspective, we are doing things that we have to do to protect the interests of Mindtree's stakeholders. 

How are the employees taking it? Are you engaging with them?

We are continuously engaging with our people. We know that an occasion like this results in a lot of reactions from our people. So, we are continuously engaging with them primarily to channelise that energy in ensuring that the interests of our people and our clients are not impacted in any way during this kind of a situation. The most common communication we are making to our people is to just stay focused and not get distracted by this right now.

What about customers. Have they voiced specific concerns?

We are engaging with them regularly. This is an event that is unprecedented in our industry. So, it is obviously a matter of huge importance to them as well. The primary feedback has been that we trust you, you've always followed good process and delivered good results. So, please see this through and keep us updated, they said. We have responded to other specific questions as well. 

There is a lot of buzz about the independent directors not saying anything. How do you respond to that?

According to the law, independent directors are supposed to express an opinion on whether the price offered by L&T in the open offer is fair or not. Other than that, there is nothing they need to do legally right now.