Geometric & HCL Technologies Ltd to combine forces
Creating a unique global business with strengths across PLM, Mechanical and
Embedded engineering services
MUMBAI, India. April 01, 2016: Geometric Ltd (Geometric) is pleased to announce the transfer of its
business to HCL Technologies Ltd (HCL Tech). Under the transaction, the entire business of
Geometric Ltd will be transferred to HCL Tech by way of demerger, except for its 58% share in the
joint venture with Dassault Systèmes (3DS) (3DPLM Software Solutions Limited (3DPLM)). In return,
shareholders of Geometric Ltd will receive shares in HCL Tech in a swap ratio of 10 equity shares of
HCL Tech for every 43 equity shares of Geometric Ltd.
Simultaneously, Geometric Ltd., will be merged into 3DPLM Software Solutions Ltd (3DPLM), thereby
giving 100% ownership of 3DPLM to Dassault Systèmes (3DS), the current joint venture partner of
Geometric in 3DPLM. In exchange for the ownership in Geometric Ltd., shareholders of Geometric
Ltd shall receive one listed redeemable preference share of Rs. 68 each carrying dividend of 7% p.a.
in 3DPLM against every one share of Geometric Ltd.
The transaction is through a scheme of arrangement and amalgamation and is subject to approval
from shareholders and creditors, and various other statutory and regulatory authorities including
the relevant courts.
As consideration for the scheme of arrangement and amalgamation, shareholders of Geometric Ltd.
will receive the following:
For business transferred to HCL Tech 10 equity shares of HCL Tech for every 43 equity
shares of Geometric Ltd
For 58% stake in 3DPLM to Dassault Systèmes
1 listed redeemable preference share of Rs. 68
each, in 3DPLM for every 1 equity share of
Geometric Ltd’s shares will be extinguished as a result of this scheme of arrangement and
All shareholders of Geometric Ltd (including its Promoters) will receive the same consideration per
share of Geometric. Appropriate transaction documents have been signed which include
representations and warranties from the Promoters of Geometric Ltd to HCL Tech and Dassault
Rationale for the Transaction
HCL’s global engineering services business, with a revenue of around $1.2 billion in calendar 2015, is
Regd. office: Plant No.11, 3rd Floor,
Pirojshanagar, Vikhroli (West),
Mumbai – 400 079
Tel + 91.22.67056500
Fax + 91.22.67056891
a leader in this space, and has an industry leading position in hardware & software engineering,
product development & testing, embedded, digital and mechanical engineering. The acquisition
strengthens HCL’s presence significantly, in the PLM consulting as well as mechanical and
manufacturing engineering space. It also significantly strengthens HCL’s Automotive and Industrial
HCL will inherit several unique Geometric processes, methodologies and intellectual properties in
PLM and digital manufacturing, along with highly specialized professionals in the PLM consulting as
well as mechanical and manufacturing engineering space. The transaction thus creates a unique
portfolio of end–to–end engineering and R&D capabilities across the full product lifecycle –
hardware, software, mechanical & manufacturing engineering and PLM consulting. This in turn will
benefit both Geometric’s employees and customers.
G.H Rao, President, Engineering and R&D Services, HCL Technologies said, “We are looking forward
to an exciting journey and extend a warm welcome to the employees, customers and partners of
Geometric. With the broad end–to–end capabilities and rich experience across PLM consulting,
mechanical and manufacturing engineering that Geometric brings in, the synergies allow us to take
advantage of the rapidly growing manufacturing engineering and PLM services market. It also
provides several cross–sell and up–sell opportunities as the customers will benefit from a unique
services portfolio of end–to–end engineering, R&D, digital technologies and internet of things
Manu Parpia, CEO and MD of Geometric Ltd. said,
“I welcome this as a truly synergistic transaction, as both our employees and customers will benefit.
Our customers will have access to a wide range of engineering services which complement
Geometric’s offerings. Geometric’s employees will have the opportunity for growth as they can
serve HCL Tech’s large customer base”
JM Financial Singapore Pte Ltd acted as the exclusive corporate financial advisor to Geometric Ltd.
Geometric is a specialist in the domain of engineering solutions, services and technologies. Its portfolio of
Global Engineering services, Product Lifecycle Management (PLM) solutions, Embedded System solutions, and
Digital Technology solutions enables companies to formulate, implement, and execute global engineering and
manufacturing strategies aimed at achieving greater efficiencies in the product realization lifecycle.
Listed on the Bombay and National stock exchanges in India, the company recorded consolidated revenues of
Rupees 11.05 billion (US Dollars 180.61 million) for the year ended March 2015. It employs over 4800 people
across 13 global delivery locations in the US, France, Germany, Romania, India, and China. Geometric has been
assessed at Maturity Level 3 for CMMI 1.3- Development and CMMI 1.3-Services for its Software and
Engineering Services business units and is ISO 9001:2008 certified for engineering operations. The company’s
operations are also ISO 27001:2005 certified.
The copyright/ trademarks of all products referenced herein are held by their respective companies.
For more information, please contact:
Kavita Karnani | +91.20.40284496 | firstname.lastname@example.org
As per my understanding if 1 buy 43 shares of geometric , in todays CMP of Rs 217 cost is Rs 9331 out of this i get Preference share of rs 68 *43 =2924 ( hope I can redeem it immediately if required , Also it has dividend of 7% but not mentioned for how long some places it was mentioned as redeemable after 15 months but then do i get only rs 68 or marke price?) then for 9331-2924 = 6407 i get 10 shares of HCL. which works out to be Rs 640 per share. ie discount of 10.64%.
Can someone please clarify If my understanding is correct and if there are things I have overlooked?