Synopsis: Mid-tier IT services firm Coforge has approved the acquisition of US-based Encora in a $2.35 billion all-stock transaction, positioning the combined entity as a $2.5-billion AI-led engineering, data and cloud services powerhouse, while also clearing the decks for a potential $550-million capital raise.

 

New Delhi: Coforge Ltd on Friday said its board has cleared the acquisition of Encora US Holdco and Encora Holdings (Cayman) in a landmark transaction that significantly scales up its artificial intelligence-led engineering capabilities and expands its footprint in North America and Latin America.

Coforge to acquire Encora in $2.35 billion all-stock deal, sharpens AI-led engineering push
Source: Internet

Under the approved share subscription and share purchase agreement, Coforge will acquire 100% of Encora from private equity investors including Advent International and Warburg Pincus for an enterprise value of $2.35 billion. The deal will be executed through a share-swap arrangement, with Coforge issuing 9.38 crore equity shares at ₹1,815.91 apiece, translating into a non-cash consideration of about ₹17,032 crore.

Post the preferential allotment, Encora’s shareholders will hold roughly 20–21% of Coforge’s expanded equity capital, with no change in control, though they will have the right to nominate two directors on the board and representation on key committees. The transaction is subject to shareholder and regulatory approvals, including from the Reserve Bank of India and overseas antitrust authorities, and is expected to close in four to six months.

Founded in Silicon Valley, Encora is an AI-native digital engineering firm with a strong presence in cloud, data and agent-based AI platforms. The company reported consolidated revenues of $516 million in FY25, up from $481 million a year earlier. Coforge said the acquisition will immediately scale its HiTech and healthcare verticals, deepen near-shore delivery capabilities in Latin America and significantly expand its US West and Midwest client base.

Management estimates that the combined entity will have a revenue run-rate of about $2.5 billion, with nearly $2 billion expected to come from AI-led engineering, data and cloud services by FY27. Despite the size of the deal, Coforge said the transaction is not expected to be earnings-per-share dilutive, citing Encora’s margin profile and anticipated operating synergies.

To support the acquisition and retire Encora’s existing term loan, the board has also approved enabling resolutions to raise up to $550 million through a qualified institutional placement or other permitted routes, besides increasing the authorised share capital and amending the company’s articles of association.

The deal marks one of the largest acquisitions by an Indian mid-cap IT services firm and underscores the intensifying race among technology vendors to build scale and differentiation in AI-driven enterprise transformation.

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