Tata Sons arm to acquire controlling stake in Tejas Networks

Tejas Networks, a telecom and network firm, on Thursday said an arm of Tata Sons will acquire controlling stake in it for nearly Rs 1,890 crore in a multi-step deal.

The company has executed definitive agreements with Panatone Finvest, a subsidiary of Tata Sons (Tata group holding firm), it said in a statement.

As part of the agreement, the company will make a preferential allotment of 1.94 crore equity shares at a price per equity share of Rs 258 per share aggregating to Rs 500 crore to Panatone.

There will also be another preferential allotment of 3.68 crore warrants, each carrying a right to subscribe to one equity share at an exercise price of Rs 258 per equity share aggregating to Rs 950 crore.

This may be exercised by Panatone in "one or more tranches during the period commencing from the date of allotment of the warrants until expiry of 11 months from the date of allotment of the warrants", the statement added.

Further, a preferential allotment of 1.55 crore warrants, each carrying a right to subscribe to one equity share at an exercise price of Rs 258 per equity share aggregating to Rs 400 crore, will also be made.

This may be exercised by Panatone in one or more tranches during the period commencing from the expiry of 12 months from the date of allotment of the warrants until expiry of 18 months from the date of allotment of the warrants, it added.

Panatone will also acquire up to 13 lakh equity shares of the Tejas Networks from certain personnel in management, at a price not exceeding Rs 258 per equity share aggregating to Rs 34 crore, subject to such terms and conditions as mutually agreed between the parties, the statement said.

Subsequently, Panatone and other certain companies of the Tata group will make an open offer to acquire up to 4.03 crore equity shares of Tejas Networks representing 26 per cent of the emerging voting capital in accordance with SEBI Takeover Regulations, the company said.

Commenting on the development, Tejas Networks chairman V Balakrishnan said," This association provides us the necessary financial resources, global relationships and strong ecosystem to innovate and scale our business."

Tata Sons executive director Saurabh Agrawal said Tejas Networks is a leading telecom and network company with a strong DNA of research and development.

"We look forward to working with the highly experienced management team of Tejas Networks and creating a full stack of globally competitive wireline and wireless products."

Tejas Networks CEO and managing director Sanjay Nayak said, the association with Tata group will accelerate the realisation of this vision and enable the company to address the large market opportunity available to us to build a financially strong global company, backed by a trusted brand.

After the acquisition, Nayak will continue as managing director and chief executive officer to lead Tejas Networks along with the existing management team through the next phase of growth, the statement added.

"The preferential allotment of the equity shares and warrants has been approved by the board of directors of Tejas Networks and the transactions are subject to shareholders' approval and other customary closing conditions and approvals, Tejas Networks said.

Kotak Mahindra Capital Company is acting as the manager to the open offer and Khaitan & Co is acting as the legal advisor to the transaction.

Tejas Networks designs, develops and sells high-performance networking products to telecommunications service providers, internet service providers, utilities, defence and government entities in over 75 countries.

Photograph: Reuters