Geometric to merge business with HCL, demerge JV with Dassault

HCL Technologies has announced the merger of Geometric Ltd under which Geometric will transfer its entire business to HCL Technologies Ltd by way of demerger, except for its 58 per cent share in the joint venture with Dassault Systemes (3DS) (3DPLM Software Solutions Limited [3DPLM]).

Under the all-stock deal, 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 per cent ownership of 3DPLM to Dassault Systèmes (3DS), the current joint venture partner of Geometric in 3DPLM. In exchange shareholders of Geometric Ltd will receive one listed redeemable preference share of Rs68 each carrying dividend of 7 per cent per annum 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, Geometric stated in a release.

Geometric Ltd's shares will be cease to exist following the scheme of arrangement and amalgamation.

All shareholders of Geometric Ltd, including its promoters, will receive the same consideration per their shareholding in Geometric.

HCL's global engineering services business, with a revenue of around $1.2 billion in calendar 2015, is a leader in this space, and has an industry leading position in hardware and software engineering, product development and 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 practices, says a joint release.

HCL will inherit several unique Geometric processes, methodologies and intellectual properties in PLM and digital manufacturing, along with highly specialised 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.

''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,'' GH Rao, president, engineering and R&D services, HCL Technologies, 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,'' Manu Parpia, CEO and MD of Geometric Ltd, said.

JM Financial Singapore Pte Ltd acted as the exclusive corporate financial advisor to Geometric Ltd in the transaction. JSA acted as the exclusive legal advisor to Geometric Ltd and Dassault Systemes.