Infosys’s struggles with M&A deals a test for new CEO Salil Parekh

Bengaluru: Infosys Ltd continues to struggle to realize the promised benefits from its three acquisitions.

The firm has shut down Noah Consulting, the company it bought for $70 million in 2015, and transferred all the business to the parent company, valuing the firm at 40% lower than the original purchase price.

Meanwhile, a co-founder of Skava, a mobile commerce firm it bought for $120 million two years ago, has left the firm.

The developments underscore the merger and acquisition (M&A) challenges faced by the Bengaluru-based company.

Significantly, Infosys’s attempts to generate more business from the three firms it bought for $390 million, including $200 million paid to buy Israeli automation technology firm Panaya Ltd, will now test the resolve of Salil Parekh, who took over as CEO on 2 January. Parekh apprised analysts last week that M&A will be a “very strategic opportunity” for India’s second largest information technology outsourcing company.

In October 2015, Infosys bought Noah Consulting with an eye on offering solutions in the data analytics space to its oil and gas clients to run their business better.

“… (O)n October 17, 2017 , the company entered into a business transfer agreement to transfer the business for a consideration of $41 million (approximately Rs266 crore) and the transfer was with effect from October 25, 2017… Subsequently in November 2017, Noah Consulting LLC has been liquidated,” read a statement filed with stock exchanges when Infosys declared third quarter earnings last week.

Infosys maintains that it had always wanted to merge Noah Consulting with the parent, although in the more than two years since it acquired the company, Infosys had not publicly shared this plan.

“The merger of Noah Consulting’s business into Infosys has been done in line with the integration plan envisaged at the time of Noah Consulting’s acquisition. Noah’s information management consulting services for the oil and gas industry are closely aligned to the solutions that we are taking to our clients in the industry, and we have been able to greatly enhance our depth of expertise and data management services leveraging the capabilities the company has brought into our fold,” said a spokeswoman for the company.

On the question of Infosys valuing the firm at a lower price, the spokeswoman said: “It is incorrect to look at the value of the business in terms of just the statutory subsidiary standalone financials. The current valuation is for Noah as a standalone entity, while the business continues to generate synergies for the group. As a result there is no write-off in the financials of the company. The consideration paid for Noah Consulting was in the form of cash consideration and retention bonus (to ensure continuity of business)…”

Significantly, before liquidating Noah Consulting, Infosys had already reversed the entire promised $5 million in contingent money payable to the selling shareholders upon achievement of certain financial targets.

Sudha Varadarajan, chief technology officer and co-founder of Skava, left the firm last month, according to two executives familiar with the development. Varadarajan, along with her husband Arish Ali, founded Skava in 2002.

Mint could not ascertain the reason behind Varadarajan’s departure, although both the executives cited earlier said Infosys was struggling to scale up solutions offered by the mobile commerce start-up.

Infosys declined to offer a comment on Varadarajan’s departure, with a spokeswoman saying, “We do not comment on rumours and speculation. Skava continues to remain an integral part of Infosys’s portfolio of digital offerings.”

A few analysts found fault with Infosys for its inability to integrate the acquisitions well.

“Almost three years after acquiring Skava, Infosys’s share of the retail and CPG (consumer, packaged goods) vertical remains relatively flat, around 14% of total revenue. This trend highlights Infosys’s struggle to improve vertical performance by developing and customizing industry-specific platform IP (intellectual property),” Bozhidar Hristov, an analyst at US-based research firm TBRI, said in a statement.

Of all the three acquisitions, Infosys’s decision to buy Panaya was the most controversial, with a few employees and some founders, including N.R. Narayana Murthy, questioning the rationale behind buying the Israeli firm.

Infosys’s then chief financial officer, Rajiv Bansal, expressed his reservations and even walked out of a board meeting when board members were asked to approve a proposal to buy Panaya in February 2015. Later, Infosys’s decision to make an unexplained and generous severance payment to Bansal made a few executives, including Murthy, repeatedly raise the issue; then-CEO Vishal Sikka strongly denied all allegations of skulduggery and corporate greed but eventually called these charges “sickening” and resigned on 18 August.

Since making its last acquisition in October 2015, Infosys has shied away from buying any company. The company has also not made any investment in any start-up from the company’s $500 million Infosys Innovation Fund since January last year.

Infosys CEO Parekh has sought time until April to outline the strategy ahead for the company.

Infosys will look at “M&A as a very strategic opportunity, but no decisions have been made”, Parekh told analysts on Friday, after the company reported a 1% sequential increase in dollar revenue in the October-December period.livemint