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HINDUJA TMT LTD ACQUIRES CONTROLLING INTEREST IN CUSTOMER CONTACT CENTRE, (C3) A LARGE OFFSHORE CALL CENTER COMPANY IN PHILIPPINES

Mumbai, October 30, 2003: The Board of Directors of Hinduja TMT Limited (HTMT) at its meeting held today (30th October 2003) has approved, subject to requisite statutory approvals, the acquisition of controlling interest and management control in c3, one of the large profit making Offshore Call Centers in Manila, Philippines.

Universal Vision Corporation (UVC), with whom HTMT has strategic alliance for marketing Offshore Call Center business from USA, had in July 2003 acquired 100% ownership in c3 from Benpres Holding Corporation, (BHC) Manila. With a view to ensuring continuity of management of c3, Jose Xavier B. Gonzales, the CEO of c3 has been associated as a local partner in c3 with 20% stake which would be held through an overseas Offshore Holding Company (Holdco).

UVC has provided HTMT an option to acquire upto 51% of its stake in Holdco, subject to HTMT entering into suitable shareholders agreement with the other shareholders. By exercising the option, HTMT would be able to acquire majority controlling interest and management control on c3. c3 will become a subsidiary of HTMT and its financial results would be consolidated with those of HTMT.

c3 is located in Eastwood, an Export Promotion Zone in Manila, and is operating, as of date, approximately 500 Call Center seats. It has been in operation since June 2001 and has adequate infrastructure facilities to ramp up its seating capacity from 500 seats to 930 seats in a short span of time. c3 holds 42.5% stake in SOCA, a Joint Venture Company formed with Source One, USA, for servicing US clients procured by the Joint Venture Partner. c3 's customers include a number of reputed overseas blue chip companies in various domains like Banking, Credit Card services, Consumer Electronics, Media and Entertainment etc.

c3 achieved break-even level of operations in the last quarter of 2002 and has started generating profits from 2003. During the first 9 months of the current year c3 has generated a net profit of approximately USD 0.47 Mn representing 9% of the turnover.

The financial position of c3 as on 30/9/2003 is quite satisfactory as will be evident from the following key financials:

Net worth : USD 2.9 Mn
Current Ratio : 1:1
Total liabilities:Equity Ratio : 1:1

The combined turnover of c3 and SOCA for the year ending December 2003 is estimated to be around USD 10 Mn. c3 is expected to maintain its profitability for the year 2003.

The Board has approved the acquisition of controlling interest in c3 against a purchase consideration of USD 3.90 Mn. The acquisition price is fair and reasonable, looking to c3's current level of operations and its potential to double its present scale of operations in a short span of time. The purchase consideration proposed to be paid for c3 is based on a valuation, which is less than one time the projected turnover for the current year.

The Board has authorized Mr. S. Solomon Raj, Vice Chairman, to take such action as deemed necessary to obtain requisite statutory approvals and complete the documentation formalities in this regard.

The domain expertise of c3 and its client-base would be complimentary to HTMT's Call Center/BPO operations. Following the acquisition, c3 would be able to expand its operations by servicing fresh clients sourced by UVC.

HTMT will substantially benefit from the acquisition as it would be one of the first ITES Companies in India to offer its international clients alternative location outside India, for servicing their requirements. Further, the acquisition would also enable HTMT to widen its domain expertise in other areas like Banking, Credit Card services, Consumer Electronics and Media and Entertainment, in addition to its present domain knowledge in Telecom, Insurance, Financial Services and Manufacturing (Automobile) sectors, which in turn is expected to help HTMT in further scaling up its Offshore Call Center/BPO business in due course.
 
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