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The case explores information technology (IT) company Mindtree’s journey of 20 years from the time it was founded in 1999 to be different from others, and how it became a target for acquisition by an Indian diversified conglomerate in 2019. It offers insights into developing organizational culture and values in an organization, threats faced by a company when promoters dilute their shareholding, and the strategies followed by the acquirer and the target firm. It also deals with the challenges in the acquisition of a knowledge service digital firm. After working through the case and assignment questions, students will be able to: identify the circumstances under which a company can become a target for hostile takeover; describe motivations of the acquirer firm in an acquisition; distinguish between acquisition and hostile takeover, and discuss salient features of Securities and Exchange Board of India (substantial acquisition of shares and takeover) regulations, 2011; list the defenses a target firm can adopt to ward off hostile acquirer; explore strategies followed by acquirer and target firms; analyze important ingredients of organization culture, and importance of cultural congruence in an acquisition; and discuss challenges faced by an acquirer in India, namely, legal, retention of clients and key people in the target firm particularly in hostile environment.

The case explores how ten IT professionals founded mid-tier IT services company Mindtree in 1999 in Bengaluru, India (home to Infosys and Wipro) to be different from others – by inserting themselves at a higher level in the value chain, being philanthropic as a part of broader business strategy to attract a certain kind of employee and customer. It developed a culture of equality, consideration and respect. Its attrition rate of 12 to 13 per cent was significantly lower than the Industries. Mindtree crossed annual revenue of US$1bn for FY 2019 and was growing at twice the industry’s growth rate. The most attractive part was that its proportion of revenue from digital services was about 50 per cent as compared to 25-35 per cent of other services vendors. With time, the share of promoters/founders declined and increased one investor’s shareholding of V. G. Siddhartha and his related entities. In early March 2019, the promoters’ stake was 13.32 per cent while Siddhartha had 20.32 per cent. Larsen and Toubro (L&T) one of India’s conglomerate entered into a share purchase agreement on March 18, 2019 with Siddhartha to acquire his 20.32 per cent stake. Immediately, L&T asked its broker to purchase up to 15 per cent of share capital of Mindtree at a price not exceeding INR 980 per share (each share of face value INR 10). This would trigger an open offer by L&T to purchase additional 31 per cent shares of Mindtree. The action of hostile takeover bid by L&T evoked emotional criticism from Mindtree founders. Mindtree efforts to defend itself could not materialize. L&T’s stake crossed 26 per cent on May 16, 2019. After Indian regulator SEBI’s approval, L&T’s open offer to buy shares from Mindtree shareholders commenced on June 17, 2019. The case examines motivation of the acquirer firm particularly when it is a conglomerate, and how a well-performing company became a target for hostile takeover. It looks at vulnerabilities of a target firm, and defensive steps a firm can take to fence itself against such takeover. The case also explores how organizational culture is built in a people-oriented business, namely, digital services, and what role it plays in a merger of two firms.

The case is suited for postgraduate students of management, as well as those undergoing executive courses in management.

Teaching notes are available for educators only. Please contact your library to gain login details or email support@emeraldinsight.com to request teaching notes.

CSS 11: Strategy.

On March 18, 2019, Yuvraj Mehta, head Corporate Brand Management & Communications (CBMC) at Larsen & Toubro (L&T), heard about negative media narratives against L&T, following a high-profile merger and acquisition (M&A) between the company and Mindtree. Some of the allegations against L&T were “hostile takeover” and “destruction of Mindtree's culture.” Mehta was faced with the issue of influencing all stakeholders; turning the tide and changing the narrative from hostile takeover to continuity, growth and profitability; and integrating Mindtree and its employees and culture into L&T. Compared to L&T's previous acquisitions, which were small, and other strategic initiatives, which were mostly organic, Mindtree acquisition was the largest (in value terms) in its history. It was also the most complex as Mindtree promoters aggressively resisted the acquisition, and L&T had to acquire a large number of shares through an open offer. Media speculations began in January 2019 when L&T, the engineering and construction giant, planned to acquire a majority stake in the young IT firm, Mindtree. Soon the reporting changed to aggressive media ranting. Time was at a premium. Mehta knew he would need to begin strategising almost immediately. How should he proceed? What should be his first move?

The Constitution of India guarantees freedom of speech and expression to its citizens. This freedom is not absolute and the State can impose reasonable restrictions. Of late, certain incidents have shown this freedom to be under threat. The case highlights some of such events. It makes the readers think about the importance of this right, reasonableness of restrictions, and the measures needed to protect it.

GMR Infrastructure Limited (GMRIL) had to make a decision on its continued role in the 555.48 km Kishangarh Udaipur Ahmedabad (KUA) Expressway Project, India's then longest road public-private partnership (PPP) project. GMR had terminated the contract citing NHAI's failure in fulfilling Conditions Precedent (CP) of providing (i) environment clearance (EC), (ii) revised toll free notification and (iii) 80% of required land. The case intends to educate the reader on the concessionaire-authority dynamics in typical Indian infrastructure PPPs. Taking into account its internal strategy, the extant unfavourable investment climate, the Central Government's steps to revive private interest in the highways sector and NHAI's quick turnaround in fulfilling CP, GMR had to decide how to respond.

This case study is designed to enable students to formulate the strategic planning process in relation to an organization’s resources; assess the critical tasks required for the company’s business planning for growth and market expansion; and examine the importance of the value delivery process for the company, its customer and its employees. At the end of the case discussion, students will learn how to plan their business in an emerging market by using their existing resources, where the business stands at present and where it may go in the coming future.

The case study discusses how Byju’s, an Indian multinational educational technology company, revolutionized student learning programs through its innovative strategic implementation. It explores the company’s growth and expansion strategy by considering a strength, weakness, opportunity and threats analysis. It elaborates on how Byju’s acquired various companies in India and other countries to become an international technology-based educational brand with 150 million users in 2022. The case study also highlights the marketing and promotional strategy used by the company on online and offline platforms. The case study elaborates on the value delivery process and its importance for customer and employee satisfaction. Despite its success in the Indian market, Byju’s faced tough challenges in the US and European markets, such as lower-than-expected growth rates and lower subscription numbers, even though it followed the same strategy as in the Indian market. The acquisition and celebrity strategy works in emerging economies such as India but not in developed countries. The company’s return on investment was down owing to the high costs it had incurred over the years on market acquisitions and marketing promotions. The growing competition was also expected to bring more challenges for Byju’s. New players such as Tata Studi and YouTube planned to enter the market. Byju Raveendran and his management group had to decide whether to maintain or change the current market offering to reflect market developments to satisfy their customers and employees. They also had to determine whether the main components of the marketing strategy, such as the company’s ongoing value delivery process and ongoing strategy toward the target audience, partners and rivals, are advantageous to the firm or not. The team was in dilemma whether the marketing planning process was going in the right direction and how to make all elements of its businesses more efficient in dealing with the issues. Raveendran kept asking questions about to what extent it is still possible to alter the marketing plan.

The case study is appropriate for discussion in courses such as marketing management, service marketing and strategic marketing management, whether they are part of an undergraduate program (Bachelor of Business Administration [BBA]), a postgraduate program in business management (Master of Business Administration [MBA]) or an executive-level program (executive MBA). The breadth of business topics addressed and the intricacy of the scenario make this case study best suited to be used after the semester as either a culminating project or as a seminar discussion for undergraduates (BBA). The case study can also be discussed in the marketing management course (graduation level) under the marketing and service strategy chapters.

CSS8: Marketing

Teaching notes are available for educators only.

The case was developed from secondary sources and interviews with a security analyst. The secondary sources include company annual reports, news reports, analyst reports, industry reports, company websites, stock exchange websites and databases such as Bloomberg and CMIE Prowess.

Increasing competition in product and capital markets has put tremendous pressure on managers to become more cost competitive. To address their firms' uncompetitive cost structures, managers may have to consider dramatic restructuring of their businesses. During 2014–2017, Tata Steel Ltd (TSL) UK considered a series of divestitures and a merger plan to nurse the company back to health. The case considers the economics of the restructuring plan. The case is designed to help students analyze a corporate downsizing program undertaken by a large Indian company in the UK and to highlight the dynamic role of the CFO and governance issues in family firms. It introduces students to issues surrounding a typical restructuring and provides students a platform to practice the estimation of value creation in a restructuring exercise. While some cases on corporate restructuring in the context of developed economies are available, there are very few cases written in an emerging market context. This case bridges that gap. TSL presents a unique opportunity to study corporate restructuring necessitated by a failed cross-border acquisition. It illustrates the potential for value loss in large, cross-border acquisitions. It shows how managerial hubris can prompt family firm owners to overbid in acquisitions and create legacy hot spots. In addition, the case can be used to discuss the causes of governance failures such as weak institutional monitoring and poor legal enforcement in emerging markets that could potentially harm minority shareholders.

The case was developed from secondary sources and interviews with a security analyst. The secondary sources include company annual reports, news reports, analyst reports, industry reports, company websites, stock exchange websites and databases such as Bloomberg and CMIE Prowess.

Corporate governance; General management; Strategy

Post Graduate/MBA

Tata Group is a conglomerate having 29 listed companies with consolidated revenues of $103bn in FY2016. On October 24, 2016, Cyrus Mistry, chairman of the group has been replaced in an unceremonious way from this job, in a boardroom coup, without being given any opportunity to explain his case. This news arrived in the media between October 2016 and December 2016 and wide and public debates took place on the corporate governance practices of Tata Group. Mistry’s ouster was attributed to non-performance, unethical practices and non-compliance to Tata culture. This case presents the Tata Group performance before Mistry, at the ouster of Mistry, the major trouble points and the corporate governance activities that took place in this saga at Tata Group. The real losers in this battle were the investors who lost $12bn between October 2016 and December 2016. Many of Tata Group companies’ stocks plunged.

The students will learn corporate governance, know how a non-listed company control and govern listed entities, know the way performance of a chairman of a company has been evaluated and learn how ethical and cultural issues impact the performance of chairman of a listed company.

Teaching Notes are available for educators only. Please contact your library to gain login details or email support@emeraldinsight.com to request teaching notes.

CSS: 11: Strategy

The case looks at the Sethusamudram Shipping Canal Project from its inception in the year 1860 to 2012 when the Pachauri Committee was about to submit a report on the latest canal alignment (4A) as suggested by the Supreme Court. It takes the reader through a series of developments starting from the initial proposals and alignments to formation of Sethusamudram Corporation Limited and highlights the impact of National Environmental Engineering Research Institute Report, Tsunami Detailed Project Report, and Subramaniam Swamy Report on various issues including environmental, political, religious, security and legal. The case brings out multi-dimensional aspects involved in an Indian infrastructure project and gives both students and the faculty an opportunity to explore the complexities faced by the Indian decision makers in today's context.

Business administration, brand management, marketing management, international marketing, strategic marketing.

This case is suitable for MBA students with exposure to marketing strategy and basic marketing. It may also be useful for junior and middle level marketing professionals during their training programs. This case-study may find its application while teaching strategic marketing, marketing management, international marketing and pharmaceutical management.

Unicare Formulations was a reputable pharmaceutical company in India. It started small and with the growth of the industry it could capture significant market share in it chosen segments. It introduced brands in small and niche areas with low innovation and where bigger companies showed little interest. It also infused new blood through outside talent. It brought newer brands to its brand portfolio. A relatively new but promising brand – Tbgo – was struggling. Its marketing head was confused whether to continue with the brand. He needs advice based on management principles.

After covering this case study, a student should be able to: use SWOT and environmental analyses to solve complex business problems; explain segmentation, targeting and positioning (STP) and shall be able to use those for preparing marketing strategy; use 4Ps in different combinations in planning brand strategies; use Ansoff's model (product-market grid); use Porter's generic strategy to analyze brand performance and to take appropriate action for brand revival; and internalize the intricacies of brand-building and their impacts on the business performance of a firm.

Teaching notes are available for educators only. Please contact your library to gain login details or email support@emeraldinsight.com to request teaching notes.

AutoDx Case narrates an exciting story of how organizations in one industry (buyers, suppliers, and suppliers of suppliers), who fiercely compete with each other in the marketplace, collaborated to develop an online platform which would bring in significant efficiency in the system and benefit all the players. The case shows that first attempt to develop such a platform failed in the late 90s. However, similar attempt, later on, was inching towards success. That shows the impact of timing of technology and Shared Beliefs. While Case A narrates the problems faced by a few managers and needs for autoDx, Case B details how the project became successful and was under the process of adoption by various organizations.