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Coforge Amends Encora Acquisition Terms; Raises Nominee Director Threshold to 10%
Coforge Limited has amended its Share Subscription and Share Purchase Agreement (SSPA) regarding the acquisition of Encora US Holdco and Encora Holdings. The revised terms increase the minimum shareholding threshold for investors to maintain a nominee director from 5% to 10%. While investors can nominate two directors if they hold above 15%, the amendment removes their automatic right to sit on specific Board committees. The company is now seeking shareholder approval for these revised covenants via a postal ballot ending February 27, 2026.
Key Highlights
Amendment to the SSPA dated December 26, 2025, involving Encora US Holdco and Encora Holdings.
Investors' right to nominate one director now falls away if shareholding drops below 10% (previously 5%).
The right to nominate two directors is maintained as long as aggregate shareholding is at least 15%.
Special rights for investors to appoint nominee directors to Board committees have been removed.
Postal ballot e-voting period scheduled from January 29, 2026, to February 27, 2026.
💼 Action for Investors
This update represents a tightening of governance terms in favor of the company. Investors should monitor the successful completion of the Encora acquisition as it remains a key growth catalyst.
Coforge Shareholders Approve Fundraise and Share Swap; Reject Special Rights Resolution
Coforge shareholders have approved four out of five key resolutions via postal ballot, including a capital raise via QIP and a preferential issue for a share swap related to the Encora acquisition. However, Resolution 3, which sought to grant special rights and amend the Articles of Association, failed to pass as it received only 68.5% votes in favor, falling short of the required 75% threshold. Resolutions 1, 2, 4, and 5 passed with overwhelming support of over 95%. The company is now evaluating the way forward for the failed resolution while proceeding with other regulatory requirements for the acquisition.
Key Highlights
Shareholders approved capital raising via QIP and preferential share swap with over 95% majority.
Resolution 3 for granting special rights and AOA amendment failed with only 68.5% votes in favor.
Special resolutions require a 75% majority; the 6.5% shortfall blocks specific governance changes.
The company is proceeding with all other regulatory and closing requirements for the Encora acquisition.
Enhancement of investment limits under Section 186 was also approved with over 95% support.
💼 Action for Investors
Monitor how the rejection of special rights affects the final terms or governance structure of the Encora acquisition. The strong support for the fundraise and share swap indicates broad investor backing for the deal's strategic intent.
Coforge Partners with Innovaccer to Launch G-Forge for Healthcare AI Transformation
Coforge has entered a strategic partnership with Innovaccer to accelerate AI adoption in the healthcare sector through a new initiative called G-Forge. As the preferred platinum implementation partner for Innovaccer’s Gravity AI platform, Coforge will establish a Healthcare AI Center of Excellence to develop industry-specific accelerators. This collaboration aims to improve clinical, financial, and administrative outcomes for healthcare providers and payers globally. The partnership leverages Coforge's global presence across 25 countries and 33 delivery centers to scale AI solutions.
Key Highlights
Launched G-Forge initiative to integrate siloed healthcare data and scale AI adoption across the enterprise.
Coforge designated as the preferred platinum implementation partner for Innovaccer’s Gravity AI platform.
Establishment of a dedicated Healthcare AI Center of Excellence to develop solutions for revenue cycle management.
Partnership targets healthcare providers, payers, and life sciences organizations across Coforge's 25-country network.
Joint initiative includes the creation of co-innovation labs to deliver measurable clinical and financial outcomes.
💼 Action for Investors
Investors should view this as a positive strategic move to strengthen Coforge's position in the high-growth healthcare AI vertical. Monitor for upcoming contract wins or revenue growth attributed to the G-Forge initiative in future quarterly reports.