The Board of Directors of Mastek Limited (“Mastek”), at its meeting held on February 8, 2020 announced the acquisition of the business of Evolutionary Systems Private Limited (“Evosys” or “ESPL”). The acquisition will be done through partly purchased of business through slump sale by one of the subsidiaries of Mastek and partly by way of demerger into a wholly-owned subsidiary of Mastek. The acquisition is likely to pave the way for Mastek to enter the next league.

Mastek is an enterprise digital transformation specialist that engineer’s excellence for customers in the UK, US and India. It enables large-scale business change programmes through its service offerings, which include application development, support and testing, BI and analytics, agile consulting and digital commerce. Whether its creating new applications, modernising existing ones or recovering failing projects, Mastek helps enterprises to navigate the digital landscape and stay competitive.

Evosys is a leading, Oracle Cloud implementation and consultancy company serving 1,000+ Oracle Cloud customers across 30+ countries. An Oracle Platinum partner, Evosys provides solution offerings like Oracle HCM Cloud, Oracle ERP Cloud, Oracle SCM Cloud, Oracle CX, Oracle EPM Cloud, Platform as a Service (PaaS) solutions including custom-built solutions, Al, loT and machine learning. Evosys diverse customer portfolio consisting of Government, Healthcare, Finance, Logistics, Manufacturing & Distribution organisations, is a testimony to the expertise and leadership in Oracle Cloud implementation.

The Transaction

Mastek Ltd through its subsidiaries acquired Evosys. The deal has been structured in two stages with the business in India, USA, UK and RoW of Evosys merging with a wholly-owned subsidiary of Mastek, Trans American Information Systems Private Limited (“TAISPL”) while the Middle East business of Evosys has been acquired by Mastek UK Ltd, a wholly-owned subsidiary of Mastek for cash consideration through Slump Sale. Effectively, the consideration of the deal is through a mix of cash, equity shares of Mastek and Compulsorily Convertible Preference shares of a wholly-owned subsidiary of Mastek as described below.

Transaction I

Mastek (UK) Limited, a wholly-owned subsidiary of Mastek Limited, has announced that it has signed a definitive agreement to acquire the Middle East business of Evolutionary Systems Arabia FZ LLC through its group company for USD 65 million.

Identified Business of Undertaking to transferred through Slump Sale:

Name of entities to be acquired % Shareholding acquired
Evolutionary Systems Bahrain SPC 100
Evolutionary Systems Egypt LLC 100
Evosys Kuwait to Design & Processing of Electronic Computer Centers W.L.L 49
Evolutionary Systems Consultancy LLC 49
Evolutionary Systems Saudi Company Limited 50
Mastek-Evolutionary-Systems-Slump-Sale-Demerger-1

Transaction I is now completed and consideration has been paid by Mastek.

Transaction II

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