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HCL Technologies Ltd M&A Activity 2019

Mar 13, 2019

62415_rns_2019-03-13_dbfdb4e6-918a-4ecb-b4aa-dbcd90a2f330.pdf

M&A Activity

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HGL TECHNOLOGIES LTD Corporate Identity Number L74140DL1 991 P1C046369 Technology [tub, Special Economic Zone Plot No 3k Sector 126, NOIDA 201 304, UP, India. 1+91 1206125000F+91 1204683030 Registered Office 806 Siddharth, 96, Nehru Place, New Delhi-i 10019, India. Wi%w.lIc.lIeLII. Wi, I

www hcLcom

March 13, 2019

The General Manager The Manager Corporate Relationship Listing Department Department Exchange Plaza Mumbai- 400 001 Mumbai-400 051

BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers 5th Floor, Plot No. C-i, Block-G Dalal Street Bandra-Kurla Complex, Bandra(E)

BSE Scrip Code: 532281 NSE Scrip Code: HCLTECH

Subiect: "HCL Technologies to Acguire Strong-Bridge Envision to enhance Digital Transformation Consulting capabilities in HCL Portfolio"

Dear Sir,

Enclosed please find a release on the captioned subject being issued by the Company today.

Further, in terms of Regulation 30(4) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, enclosed are the details of the aforesaid acquisition.

This is for your information and records.

Thanking you,

Yours faithfully, For HCL Technologies Limited

Manish Anand Company Secretary

End. a/a

HCL Technologies to Acquire Strong-Bridge Envision to enhance Digital Transformation Consulting capabilities in HCL Portfolio

New York, USA and Noida, India — March 13, 2019 — HCL Technologies (HCL), a leading global technology company, today announced the acquisition of Strong-Bridge Envision (SBE). a digital transformation consulting firm with offices in Seattle, Denver, Atlanta, and New York City. With this acquisition, SBE will become part of HCL's global Digital and Analytics business (HCL Mode 2 services).

"SBE will enhance our digital consulting offerings with their strong capabilities in digital strategy development, agile program management, business transformation and organizational change management. These capabilities combined with our next generation Mode 2 offerings in Experience Design, App Modernization & Data Analytics will help us deliver end-end digital journeys to our customers," said Anand Birje, Corporate Vice President and Head of Digital and Analytics Practice at HCL Technologies.

"HCL and SBE share the same vision of offering innovative digital transformation solutions and services with a prime focus on excellent customer experience. This is why we view HCL as an ideal match for us," said Renea Rayner, Managing Director at Strong-Bridge Envision. "Our customers will continue to receive top-notch customer care and value-added support along with gaining HCL's robust products and services offerings."

"This collaboration will bring SBE's customer experience legacy and 200 experienced SBE employees from across various industries and top-tier consulting firms to the HCL family," said Rob Novick, Managing Director at Strong-Bridge Envision. "By focusing on every aspect of the customer experience journey, SBE's ability to design impactful experiences built upon cost-effective and efficient technology architectures, integrating legacy processes, and leveraging data and analytics coupled with the latest HCL technology and services will offer unforeseen customer-value."

Strong-Bridge Envision, headquartered in Seattle, WA, is a digital consulting firm specializing in customer experience strategy, business transformation, and change management. Serving Fortune 1000 clients since its founding, Strong-Bridge Consulting merged with Envision in 2017 to extend its consultancy and digital transformation capabilities and further establish its footprint across North America, transforming itself into a market leading digital transformation consultancy.

CC Petsky Prunier served as the financial advisor to Strong-Bridge Envision and Bow River Capital.

About HCL Technologies

HCL Technologies (HCI.) is a leading global technology company that helps global enterprises re imagine and transform their businesses through Digital technology transformation. HCL operates out of 44 countries and has consolidated revenues of usS 8.4 billion, for 12 Months ended 31st December, 2018. HCL focuses on providing an integrated portfolio of services underlined by its Mode 1—2—3 growth strategy. Mode 1 encompasses the core services in the areas of Applications, Infrastructure, BPO and Engineering and R&D services, leveraging DRYiCETM Autonomics to transform clients' business and IT landscape, making them 'lean' and 'agile'. Mode 2 focuses dn experience—centric and outcome—oriented integrated offerings of Digital & Analytics, loT WoRKSTM, Cloud Native Services and Cybersecurity & GRC services to drive business outcomes and enable enterprise digitalization. Mode 3 strategy is ecosystem—driven, creating innovative lP—partnerships to build products and platforms business. HCL leverages its global network of integrated co-innovation labs and

capabilities to provide holistic multi—service delivery in key industry verticals including Financial Services, Manufacturing, Telecommunications, Media, Publishing, Entertainment, Retail & CPG, Life Sciences & Healthcare, Oil & Gas, Energy & Utilities, Travel, Transportation & Logistics and Government. With 132,328 professionals from diverse nationalities, HCL focuses on creating real value for customers by taking Relationships Beyond the Contract. For more information, please visit www.hcltech.com

Forward—looking Statements

Certain statements in this release are forward-looking statements, which involve a number of risks, uncertainties, assumptions and other factors that could cause actual results to differ materially from those in such forward-looking statements. All statements, other than statements of historical fact are statements that could be deemed forward-looking statements, including but not limited to the statements containing the words 'planned', 'expects', 'believes',' strategy', 'opportunity', 'anticipates', 'hopes' or other similar words. The risks and uncertainties relating to these statements include, but are not limited to, risks and uncertainties regarding impact of pending regulatory proceedings, fluctuations in earnings, our ability to manage growth, intense competition in IT services, business process outsourcing and consulting services including those factors which may affect our cost advantage, wage increases in India, customer acceptances of our services, products and fee structures, our ability to attract and retain highly skilled professionals, our ability to integrate acquired assets in a cost-effective and timely manner, time and cost overruns on fixed-price, fixed-timeframe contracts, client concentration, restrictions on immigration, our ability to manage our international operations, reduced demand for technology in our key focus areas, disruptions in telecommunication networks, our ability to successfully complete and integrate potential acquisitions, the success of our brand development efforts, liability for damages on our service contracts, the success of the companies /entities in which we have made strategic investments, withdrawal of governmental fiscal incentives, political instability, legal restrictions on raising capital or acquiring companies outside India, and unauthorized use of our intellectual property, other risks, uncertainties and general economic conditions affecting our industry. There can be no assurance that the forward-looking statements made herein will prove to be accurate, and issuance of such forward-looking statements should not be regarded as a representation by the Company, or any other person, that the objective and plans of the Company will be achieved. All forward-looking statements made herein are based on information presently available to the Management of the Company and the Company does not undertake to update any forward-looking statement that may be made from time to time by or on behalf of the Company.

Media Contacts: HCL Technologies

Meenakshi Benjwal [email protected]

Anne Coyle Anne.covle~hcl.com

Details of acquisition - as required under SEBI Regulations

1
2
of the target
details
Name
entity,
in
brief
such
as size, turnover
etc.;
Whether
acquisition
would
the
fall
transaction(s)
within
related
party
and whether
promoter/
the
promoter
group/
group
companies
have
any
interest
in the
entity
acquired?
If yes, nature
being
of
interest
and details
thereof
and
whether
the
same
is done
at "arm's
HCL Technologies
Limited,
through
its step

wholly
down
owned
subsidiary,
HCL America,
Inc., a company
incorporated
in California,
USA, is acquiring
stock
of
Strong
100%
business
Bridge
Holdings,
Inc. (doing
as
Strong-Bridge
by way
Envision
or
SBE)
of
a
Stock
Purchase
Agreement.
Revenue
of \$45.6M
in calendar
2018

Employees
200

Headquartered
in Seattle
(Washington)
and

Denver(Colorado)
transformation
company
focusing
Digital
on

program
management
Digital
and
organizational
change
management
No
3 length";
Industry
to which
the
entity
being
acquired
belongs;
and Analytics
Consulting
Digital
(Digital

Services)
across
various
industry
verticals
4 and effects
of acquisition
Objects
(including
but not
limited
to,
disclosure
of
reasohs
for
acquisition
target
of
entity,
if its
business
is outside
line of
the main
business
of
the listed
entity);
The
acquisition
is a step
towards
enhancing

capabilities
which
HCL's
Digital
Consulting
are an integral
part
of
and Analytics
Digital
business
by adding
digital
strategy
development,
agile
program
management
and
organizational
change
management
capabilities
These
capabilities
combined
with
HCL's
Mode
2
Analytics
that
offerings
in Digital
and
include
UX,
Application
Modernization
and Data
analytics
will
allow
HCL
to provide
end-end
digital
services
to its
customers
across
verticals.
S Brief
details
of
any Governmental
regulatory
approvals
or
required
for
acquisition;
the
None

Indicative
time
for
period
completion
of
the
acquisition;
April
2019
of
consideration
- whether
Nature
cash consideration
or share
swap
and details
of
the same;
Consideration
All Cash
of
acquisition
Cost
or the
price
at
which
the
shares
are acquired;
upfront
US \$45
Million
(\$42 Million
+ \$3

Million
potential
Earn-out
to target
linked
achievements)
Percentage
of
shareholding
/
and I or number
control
acquired
of
shares
acquired;
100%
Brief
background
about
the entity
acquired
in terms
of products/line
business
of
acquired,
date
of
incorporation,
history
of
last 3
years'
turnover,
country
in which
acquired
entity
has presence
the
other
significant
and any
information
(in brief);
Strong-Bridge
Washington
limited
LLC,

a
liability
company
Envision
Business
and
a Colorado
liability
Consulting,
LLC,
limited
company,
wholly
owned
subsidiaries
are both
of
Strong-Bridge
Holdings,
a Delaware
Inc.,
corporation
("Strong-Bridge
Envision
or
SBE")
Strong-Bridge
Envision
is focused
on digital

transformation
and customer
consulting
experience
transformation
through
its
offerings
such
as Digital
program
management,
organizational
change
management,
consulting
and digital
agile
strategy
management.
It is headquartered
in Seattle
(Washington)

and Denver
(Colorado)
operations
and has
in
Seattle,
Denver,
Atlanta
and New
York
City.