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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. |
