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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 learning outcomes of this study are as follows:1. Learn to analyze a hostile takeover bid from the perspectives of the acquirer, target firm’s management and a large institutional investor in the target firm.2. Review the structuring, financing, valuation, mode of consideration, legal and regulatory aspects of a hostile takeover.3. Understand the role of the target firm’s board in a hostile takeover transaction.4. Address “to sell or not to sell” dilemma of a large institutional investor in the target firm in the event of a tender offer given financial and non-financial considerations.

On June 14, 2019, Pulak Prasad, Founder and Chief Executive Officer (CEO) at Nalanda Capital, in consultation with other managing partners at Nalanda Capital, had to decide whether to tender a 10.6% equity holding in Mindtree Ltd. in an unsolicited open offer made by Larsen and Toubro (L&T) Ltd. Until then, Nalanda Capital, led by Prasad, had aligned with the Mindtree founders and had led a campaign to thwart L&T’s bid to acquire Mindtree; L&T’s offer to acquire 31% of Mindtree shares was because of open on June 17, 2019 and it is time for Prasad and the management team to take a reasoned call – whether to stay in Mindtree or to exit? Associated aspects included – What could be the consequences of not selling the stake? What could be L&T’s game plan? Could Mindtree continue to create wealth for its shareholders under L&T?

This case is appropriate for Mergers & Acquisitions and Strategic Financial Management courses in modules focused on structuring, financing and takeover defence techniques in a hostile takeover transaction. The case is appropriate for graduate MBA and EMBA programmes.

Teaching notes are available for educators only.

CSS 1: Accounting and Finance.

The first company under the Amara Raja Group was established in 1984, i.e. Amara Raja Electronics Limited (AREL) followed by Amara Raja Batteries Limited (ARBL). Its founder leveraged the presence of his family in Renigunta, a rural village in South India, and chose to start the industry there to create employment opportunities. Preference is given to local population in all ARG enterprises. Despite its strong people orientation, the HR department/function at ARG got strengthened only after Jaikrishna strived to make it central to business. The department's evolution has been demarcated in three phases. The first and second phase saw few initiatives, and during the third phase the HR department was structured according to the Dave Ulrich Strategic HR Model. While this structure had been successful until now, certain sections in ARG still doubted its sustainability.

At three o'clock in the morning on September 10, 2001, Thierry Hautillac, a risk arbitrageur, learns of the final agreement between Pinault-Printemps-Redoute SA (“PPR”) and LVMH Moët Hennessy Louis Vuitton SA (“LVMH”). After a contest for control of Gucci lasting over two years, PPR has emerged as the winner. PPR and LVMH have agreed for PPR to buy about half of LVMH's stock in Gucci for $94 per share, for Gucci to pay an extraordinary dividend of $7 per share, and for PPR to give a two and a half year put option with a strike price of $101.50 to the public shareholders in Gucci. The primary task for the student in this case is to recommend a course of action for Hautillac: should he sell his 2% holding of Gucci shares when the market opens, continue to hold his shares, or buy more shares? The student must estimate the risky arbitrage returns from each of these choices. As a basis for this decision, the student must value the terms of payment and consider what the Gucci stock price will do upon the market's open. The student must determine the intrinsic value of Gucci using a DCF model as well as information on peer firms and transactions. The student must consider potential synergies between Gucci and PPR and between Gucci and LVMH. The student must assess the likelihood of a higher bid, using analysis of price changes at earlier events in the contest for clues.

Set in September 1992, this exercise provides teams of students the opportunity to negotiate terms of a merger between AT&T and McCaw Cellular. AT&T, one of the largest U.S. corporations, was the dominant competitor in long-distance telephone communications in the United States. McCaw was the largest competitor in the rapidly growing cellular-telephone communications industry. Prior to the negotiations, AT&T had no position in cellular communications. This case and its companion (F-1143) are designed to allow students to be assigned roles to play. The case may pursue some or all of the following teaching objectives: exercising valuation skills, practicing strategic analysis, exercising bargaining skills, and illustrating practical aspects of mergers and acquisitions.

Leadership, organizational behavior, entrepreneurship.

This case study is intended for undergraduate and graduate levels.

This is a leadership case about Agnes Jean Brugger, founder of the A.J. Brugger Education Project (also known as the A.J. Brugger Foundation (AJBF)) in San Juan del Sur, Nicaragua. It is the story of how and why she and Chris Berry co-founded this unique non-profit foundation in tandem with Piedras Y Olas: Pelican Eyes Resort (PEPO) in the late 1990s. The case focuses on how her identity and values shape the origins of AJBF and how the organization evolves in the context of the Nicaraguan and Anglo-American cultures. “Devoted to assisting Nicaragua through education and development of one of the country's most valuable and treasured resources: its young people”, the vision for AJBF was a cutting edge socially conscious venture that grew to meet the needs of the community that had captured Jean's heart and mind. The case ends in early 2009 on the precipice of the biggest economic down-turn the US economy has experienced in recent history. Standing at the edge of this cliff, Jean contemplates the numerous successful accomplishments of the foundation, while reflecting on the many leadership and organizational problems she, as Founder and Chair of the Board, faces.

The case will help participants to: evaluate and discuss leadership effectiveness, identifying responses to opportunities and challenges; explain cross-cultural identity from the Globe Study model and how it impacts organizational interactions; explore successful models of cross-cultural leadership through the lens of gendered theory; explore the ways in which social entrepreneurship can be seen as an extension of socially-minded leadership; describe how socially-minded entrepreneurship is different from traditional forms of entrepreneurship; describe social identity and evaluate its impact on leadership; and discuss the rich historical and community context that influences interpersonal and organizational dynamics.

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

This case study deals specifically with the issue of manufacturing strategy, and business strategy.

The case can be used in a number of course contexts, including undergraduate and MBA programs. The focus is on both business strategy and manufacturing strategy issues. The case can be assigned as an opening vignette, during the initial phases of business strategy, since the case situations and concepts are both simple and clear. It can also be assigned for an in-depth treatment of manufacturing strategy.

The case focuses on Capital Mills Limited (CML), a flour milling company, and concentrates on whether the company should refurbish its two 40-year old flour mills at a cost of US$6 million or if the company should invest US$15 million in the construction and installation of a new, fully-automated “Lights out” flour mill. This decision is viewed as a “make or break” decision for CML, since for the first time in the company's 40 year history will it face significant direct competition, in the form of the impending entry of a second flour milling company.

The case has four primary learning objectives, namely to: illustrate the linkages between business level strategy and the functional level, manufacturing strategy; discuss the role of a company's history and internal resource structure in the decision making process; explore how operational issues influence capital expenditure decisions; and explore the perspective of managers in different functions in an organization that is facing a new competitive challenge.

Teaching notes are available – consult your librarian for access.

Nina, a 30-year old Asian Indian female, joined Morris University in the fall 2006 semester after completing her doctorate. She was an instructor and course designer at this historical black institution in a rural town in the southern part of the US. Ninety percent of the students and staff of Morris University (MU) were African-American. MU was committed to the objective of educating African-American youth and the concept of “students first” was one of its core institutional values. Nina's experience teaching an organizational learning course was very unpleasant. Her student evaluations were poor with harsh comments about her and the course. Nina was asked by the department head to prepare a teaching improvement plan for herself.

Supply chain management.

The case is suitable for post graduates in management, and for those managing small sector supply and manufacturing systems.

ACPL is an organisation which moved from trading to manufacturing a technology product instrument transformers (ITs) for power utility companies for 11 years, competing with the best in industry, reducing internal costs, and modernising the supply chain. ACPL was started as a trading organisation in electrical items in Delhi by Munish Kumar, an engineer by profession in 2001. In 2004 he ventured into manufacturing, which expanded in two locations in Ghaziabad, NCR Delhi. Later his two sons, engineer and management graduate, respectively, joined the organisation. In less than a decade, by 2007, ACPL had grown to be a private limited organisation. ACPL manufactures ITs required by power boards and companies for conversion and usage of high voltage (11 kV/33 kV) transmitted power into 220 V single phase/440 V three phase power. From tender/enquiry through manufacturing to inspection and despatch takes a long supply chain cycle time holding space as well as inventory. An interview with the chairman of ACPL in the case highlights issues affecting its margins and growth. The long process to delivery time may be in vogue in this type of industry but this holds up a huge inventory. The company management has been working to resolve this crisis along with an urgent need to grow in a competitive environment. The problem is being addressed.

This case study should help students to understand the concept of the supply chain and supply cycle, in a manufacturing company in particular. It has been found that students understand the supply chain as part of the marketing function dealing with finished stocks, warehousing and delivery to end customers as per agreements, and arranging payments from customers. The supply chain also deals with in bound materials management. Raw materials planning, purchasing, inventory management are crucial for effective business operations management in any organisation.

Teaching notes are available; please contact your librarian for access.