Saturday, August 19, 2017

Cognizant + Infosys = CogniSys?

Infy saga. One possible (though unlikely) path ahead.  Cognizant + Infosys = CogniSys

Infy made a serious strategic design mistake right at inception when IT outsourcing was born

In the early days Global players IBM, ACN, EDS made 4-8% margin on sales as most of their cost was onshore

TCS and Infy reinvented the business by picking work onshore and sending it to India to be done cheaper

The price they charged for Indian work gave them fat margins (North of 50-60%) which cross subsidized discounted work onshore

And SGA spends. They still returned over 30-35% to shareholders

That was a mistake. All was well in Gung ho years as more corporates built an India tech strategy and sent work out

The Indian services got commoditized and margins of over 35% were obviously not going to last both from demand and supply sides

With benefit of hindsight it seems @cognizant got its strategy right

They promised and delivered 18-20% margins to shareholders while following the TCS Infy playbook

Excess margin reinvested to grow the business. This worked as they overtook everyone other than TCS from Indian competition

When cloud hit demand side of equation and commoditization hit pricing, margins suffered for the IT services industry

Companies like TCS and Infy had to dip from Investors surplus which obviously markets don't like. Reduced sales growth + reduced margins = bad news for stocks

Cognizant (under pressure from activist shareholder), traveled the other direction. It cut internal discretionary investment and increased margin guidance

Slower growth + better margins in an industry with declining margins = good news for stock price

So we are now here with CTSH near 52 week highs and Infy near 52 week lows about $40bn and $30 bn mcap respectively.

 The board room drama is playing out in this back drop and the poor actors are hardly to blame for where they find themselves now. It's a reflection of the bigger story unfolding in the background.

So where does Infy go from here?  I believe it is in a tough spot.

They are unlikely to find quality leadership for a company their size in current company context

They will thus make a compromise with a not top notch leader. That will be a slow-death option, a continuation of the bad last few years

The only salvation is for Nandan to return  and steer the Titanic to safer waters. His credibility is beyond doubt and abilities even more so

Other leadership options internal and external are likely to be sub optimal

An industry with demand side problems and margin side problem is ripe for consolidation

In this scenario, an interesting experiment would be to seek an amalgamation /merger

I suggest that a merger of equals between Cognizant and Infosys would be beneficial to both set of shareholders

Infy's leadership problems require a person like Nandan to solve them.

In his absence that of someone like Frank who will obviously not leave cognizant to take up Infosys

However the two are top notch, highly respected, proven companies enjoying considerable client and investor respect.

Cognizant could make an offer to buy Infosys using its shares. Both are solid companies with amazing complementary skillsets in consulting, front end and back end

Their combined size would permit a load of duplicate cost take outs and service line enhancements leading to topline synergies.

The two would combine to a topline of about $25 bn and margins of about $6 bn with net cash of over $5 bn and an annual cash generating capability of over $6 bn and mcap north of sum of parts $70 bn

Infys declining and Cognizants increasing margin trajectory could potentially settle around a healthy 21-24% region for a combined entity.

The two also have a long list of common shareholders who believe in the industry story as also individual company stories

They can compete aggressively with TCS IBM ACN Cap Gemini and set agenda for the entire industry

Obviously the integration risks of such a large transaction  are high but both companies have leadership depth and common culture to pull it off

It needs ambition/ risk taking at Cognizant and pragmatism at Infosys to see the merits of a potential combination

I believe it would be worth while for the two companies to sit down and study this in some detail.