The co-founders of the beleaguered software services company, Mindtree are learnt to have reached out to Infosys chairman Nandan Nilekani and former CFO Mohandas Pai to seek counsel on the next course of action they should take.

It is also learnt that there is also a possibility of taking their help in identifying investors who could act as white knight for the co-founders to thwart L&T’s takeover bid.

On March 20, Mindtree deferred its decision to buyback shares, as the board was still evaluating the possible options going forward. The new date for the Board meeting is March 26.

One of the reasons for this deferment, followed by reaching to the IT head honchos, has to do with looking at alternative options to counter the bid from L&T, according to sources in the know. The founders were also seeking the head honchos’ help in reaching out to PE firms or use their investment arms to invest in Mindtree. Both Nilekani and Pai have investments through either their family office or investment firms.

They have talked to them also regarding whether they can be the “white knight” or bring in one which would inspire confidence amongst other institutions who want to invest in the company but are kind of wary now, according to another source close to Mindtree.

The founders who hold 13.32 per cent in Mindtree are seeking a way to block L&T’s open offer at ₹980 per share, in addition to acquiring another 31 per cent, thereby acquiring a 66 per cent stake for a total of ₹10,733 crore. Their attempts to block the transaction through a buyback (which could push up the cost of acquisition as buybacks happen with a premium to existing investors) is unlikely.

As per Section 26 (2-d) of Substantial Acquisition of Shares & Takeover (SAST) Regulations of SEBI, after the public announcement of an open offer, the board of the target company shall not implement any buyback or make any change to the capital structure, unless the approval of shareholders is sought through a special resolution,” Shriram Subramanian, MD at InGovern Research Services, a proxy advisory services firm told BusinessLine . In the event of a buyback, L&T can block it through a special resolution.

Meanwhile the Mindtree Board, which apart from the founders consists of independent directors are looking at ways to ensure that Mindtree’s stand is not emotional or sentimental and done with a focus on its future and growth prospects.

“The decision should not be emotional and the whole Board wants to be involved in the decision as the founders have made their stance clear,” said a source.

On March 20, some of the founders made an emotional appeal saying that this poses grave threat to the company and said that they do not see any strategic advantage and believe that this will be value destructive for all shareholders.

Mindtree shares closed at ₹940, marginally up while L&T shares closed at ₹1,377, down 1.2 per cent.

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