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Satyam promoters ousted? news
29 December 2008

B. Ramalinga Raju, chairman and founder, Satyam Computer Services LtdSatyam Computer Services Ltd  has announced that the meeting of its board of directors due to have been held today has been rescheduled to 10 January, 2009, in order to allow the board to consider additional options.

''Satyam's board of directors recognises the serious nature of certain questions raised by the events of the last two weeks,'' said B. Ramalinga Raju, chairman and founder of Satyam in a statement on its website.  ''In order to ensure that these questions are properly addressed, and that the interests of stakeholders are fully and carefully considered, Satyam has decided to broaden the scope of its deliberations beyond a possible buy-back of its stock.''

Additional possible actions include:

  • Measures to strengthen Satyam's governance structure, including increasing the size and altering the composition of the board.
  • Conducting a review of the company's strategic options to enhance shareholder value.  The company has engaged DSP Merrill Lynch to assist in this review.
  • Addressing issues arising from a possible dilution of the promoter's stake in the company.

The board is expected to make recommendations on these matters at the January 10 meeting

Directors up in arms
Following heavy criticism from the shareholders over its aborted attempt to acquire businesses promoted by Ramalinga Raju's sons at a higher than justifiable price, (See: Shareholder revolt forces Satyam to dump Maytas bid), it seems the independent directors on the board of Satyam have also revolted against the promoters. 

On 16 December, Satyam announced plans to acquire Matyas Property and take a controlling stake in Matyas Infrastructure -- two companies in which Satyam's founders hold significant stakes -- valuing the deal at $1.6 billion. However, Satyam backed down from those plans the following day, citing "feedback received from the investor community." 

An independent director, IT venture financier and inventor of Intel's Pentium chip Vinod Dham, has said that he would seek a change of management in the Satyam board.

Both Dham and Krishna G Palepu have sought a postponement of the meeting since they stay abroad and wished to be physically present at this important board meeting instead of registering their presence through a video call.

Satyam's oldest directorm, Mangalam Srinivasan, had resigned on Christmas Day taking moral responsibility for the deal.

Another independent director, former cabinet secretary T R Prasad is expected to aggressively question the company's management policies at the next board meeting.

Promoters' stake diluted?
Meanwhile, Satyam  also said that the promoter's stake in the company may have been reduced as a result of routine actions by the promoters' lenders.

In a seperate filing with the exchanges, the company said, "Satyam has received a communication from the promoters that all their shares in the company held by SRSR Holding Pvt Ltd were pledged with institutional lenders over a period of time since September 2006. It is possible that some of the lenders may exercise or may have exercised their option to liquidate such quantum of shares at their discretion to cover the margin shortfall. This would consequently dilute the promoters' holding in the company."
 
The stock is trading at about one quarter of its highs earlier in the year, giving it a market capitalisation of $1.9 billion.

It was possible some lenders had liquidated their holdings in Satyam to cover margin calls following a plunge in the company's stock, over the company's Maytas fiasco.

However, any move by lenders to liquidate the collateral could reduce or even wipe out the controlling promoters' 8.61-per cent stake in Satyam. With the rest of the stock widely dispersed among institutions, Satyam could be open to potential sale or takeover. The general public holding of the shares is also a merge 8.5 per cent.

Five days after the Raju's retreat from Maytas, news of Satyam having been debarred for eight years by one of its largest customers in October, the World Bank, also filtered out (See: Satyam barred from World Bank work for 8 years

Satyam, shareholders are believed to be trying to arrange a sale of the company and moving rivals like IBM, Hewlett-Packard and Oracle to sell their stakes in scandal-struck Satyam.

Private capital firms, including Aberdeen Asset Management, Fidelity and ICICI Prudential hold roughly 60 per cent of Satyam, against a less than 9-per cent cent stake held by the family of founder and chairman Ramalinga Raju.


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Satyam promoters ousted?