Shareholders of the UK based SAP consultancy firm Axon on Monday accepted the 441-million pound ($810.8 million) bid by HCL Technologies, setting the stage ready for one of the largest overseas acquisitions by an Indian IT company.

"As much as 99.99 per cent of the shareholders favoured the offer while a negligible per cent was against the proposal," HCL Technologies CEO and Member of the Board Vineet Nayyar told newspersons over a conference call.

Since HCL had converted its offer into a scheme of arrangement, it required at least 75 percent of the Axon shareholders to cast a favourable vote for the deal to go through.

A resolution passed by Axon board said, "A majority in number of the scheme shareholders who voted, either in person or by proxy, representing over 75 per cent in value of all of the scheme shares voted, voted in favour of the HCL scheme."

HCL has already picked up 10.43 percent stake in Axon from the open market for 42.28 million pounds.

We are very pleased that the Axon shareholders have approved HCL's offer for the company. This acquisition continues to make sound strategic sense for HCL especially in the current macro economic situation", Nayyar said.

Although AGM on Monday has passed the deal, Nayyar sounded circumspect. "The process is still competitive one, there is still a possibility of a second bidder coming in," he said.

In the race for Axon, HCL ousted rival Infosys Technologies through a higher offer that of 650 pence a share against 600 pence a share offered by Infosys.

HCL will now look at delisting Axon from the London Stock Exchange by the middle of December.

"A request will be made to each of the London Stock Exchange prior to the HCL effective date to cancel the trading in Axon Shares on the LSE's main market for listed securities and to remove the listing of the Axon Shares from the official list, in each case, with effect from the HCL effective date or shortly thereafter," a press release by HCL said.

It is expected that the HCL effective date will be 15 December 2008", a company statement said.

Earlier, Axon Group Plc announced that the meeting convened by the court and held earlier on Monday and at the subsequent extraordinary general meeting to approve the scheme of arrangement to implement the acquisition of the company by HCL EAS Limited were concluded successfully.

HCL's offer was 8.3 percent premium over Infosys' 600 pence-a-share bid for Axon announced on August 25.

"Axon has achieved a significant degree of success in creating a leading SAP implementation services business which when combined with HCL's enterprise applications services, offshore capabilities and complementary market presence in North America, Europe and Asia will help drive the ongoing expansion of product and service capabilities in the global IT Services sector", Nayyar said.

In addition, this acquisition provides HCL with scale, significant revenue synergies and exposure to Axon's considerable client base where the majority of revenues are generated from defensive sectors including the UK public sector, Nayyar added.

HCL Technologies had said it would fund its bid for Axon largely through debt. Nayar said the company already had 400 million worth of debt commitment from Standard Chartered. It also has about $570 million cash in its balance sheet.