KPIT Technologies Limited (BSE:532400) agreed to acquire Birlasoft (India) Ltd.(Birlasoft) from National Engineering Industries Limited and Central India Industries Limited for INR 16 billion on January 29, 2018. Pursuant to the merger, KPIT Technologies Limited and Birlasoft (India) Ltd. will amalgamate and shareholders of Birlasoft will receive 22 equity shares of the combined KPIT-Birlasoft for every 9 equity shares of Birlasoft, and the combined KPIT-Birlasoft will be engaged in Business IT. The Birlasoft ESOP shall automatically stand cancelled. Further and simultaneously with the cancellation of Birlasoft ESOP, the KPIT Technologies shall issue such number of stock options not exceeding 2.08% of paid up share capital of the KPIT Technologies, on post amalgamation fully diluted basis, to such employees, holding options under the Birlasoft ESOP, stock options, on the terms and conditions not less favourable under a distinct and separate employee incentive plan of KPIT Technologies formed and organized for granting incentives to such employees. In related transactions, Proficient Finstock LLP, Birlasoft (India) Ltd., National Engineering Industries Limited and Kishor Patil offered to acquire 26.6% stake in KPIT Technologies Limited for INR 9.3 billion and KPIT Technologies Limited will demerge the engineering business of KPIT Technologies Limited into KPIT Engineering Limited (KEL), a wholly owned subsidiary of the KPIT Technologies Limited on January 29, 2018. Pursuant to the proposed demerger, KEL's shares will be listed and shareholders of combined KPIT-Birlasoft will receive one share of KEL for everyone share they hold in the combined KPIT-Birlasoft. After the demerger, the existing promoters of the KPIT Technologies Limited propose to acquire substantial shareholding in KEL from the Birlasoft promoters. Following completion, Birlasoft shall be dissolved without winding up, and the Board and any committees thereof of Birlasoft shall without any further act, instrument or deed be and stand discharged. The name of Birlasoft shall be struck off from the records of the Registrar of Companies and KPIT Technologies shall make necessary filings in this regard. The name of KPIT Technologies shall stand changed to “Birlasoft (India) Limited” or such other name which is available and approved by the Registrar of Companies. As of September 30, 2017, Birlasoft (India) Ltd. has total assets of INR 4.9 billion and net worth of INR 3.7 billion. The transaction is subject to the CCI Approval, the expiry of the waiting period (including applicable extensions, if any) prescribed under the HartScott-Rodino Antitrust Improvements Act of 1976, the completion of the Offer and the transfer of the Sale Shares (if required), the receipt of approval of the National Company Law Tribunal, certified/ authenticated copies of the orders of the Tribunal, sanctioning the scheme, being filed with the concerned Registrar of Companies having jurisdiction and consents from certain customers, lenders and governmental authorities, approval of the scheme by the requisite majority of each class of shareholders of KPIT Technologies, Birlasoft and KPIT Engineering and such other classes of persons of the said Companies. KPIT is required to undertake an internal reorganization to split its engineering business from the information technology business. The Audit Committee of the KPIT Technologies recommended the transaction to the Board of Directors of KPIT Technologies. The Board of KPIT Technologies Limited, Birlasoft (India) Ltd. and KPIT Engineering Limited, subsidiary of KPIT Technologies at their respective Board Meetings held on January 29, 2018 approved the transaction. As of April 3, 2018, Competition Commission of India has approved the transaction. The shareholders of KPIT approved the transaction at a meeting held on August 29, 2018. NCLT approval for the transaction is expected before the end of 2018. Haigreve Khaitan, Niren Patel, Ashraya Rao, Saswat Subasit, Aparajita Chakraborty, Arindam Ghosh, Moin Ladha, Arpita Anand, Shashank Patil, Daksha Baxi, Vinita Krishnan, Surajkumar Shetty, Shabnam Shaikh, Jimmy Bhatt and Ankit Namdeo, Avaantika Kakkar, Kirthi Srinivas, Balaji Venkatakrishnan, Nupur Pandit, Enakshi Jain and Madhusmita Deept of Khaitan & Co acted as legal adviser to Birlasoft (India) Ltd. Ashwath Rau, Kashish Bhatia, Rahul Rai, Medha Marathe, Pranav Atit, Rahul Satyan, Gaurav Bansal. Shriyani Datta, Sruti Baid and Shivam Jha of AZB & Partners acted as legal advisors for KPIT Technologies Limited. Ernst & Young acted as financial advisor to KPIT. Kotak Mahindra Capital Company Limited acted as financial advisor to CK Birla Group and Birlasoft. Munish Aggarwal of Equirus acted as fairness opinion provider to KPIT. KPIT Technologies Limited (BSE:532400) completed the acquisition of Birlasoft (India) Ltd.(Birlasoft) from National Engineering Industries Limited and Central India Industries Limited on January 15, 2019.