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Ness Technologies to be Acquired by an Affiliate of CVCI
Ness Stockholders to Receive $7.75 per Share in Cash in a Transaction Valued at $307 Million
TEANECK, New Jersey, June 10, 2011/PRNewswire-FirstCall/ -- Ness Technologies, Inc. (NASDAQ: NSTC and TASE: NSTC), a global provider
of information technology solutions and services, announced today that the
company has entered into a definitive merger agreement under which an
affiliate of Citi Venture Capital International (CVCI), a global private
equity investment fund, will acquire the company in an all-cash transaction
valued at approximately $307 million.
Under the terms of the agreement, Ness stockholders will receive $7.75
per share in cash for each share of common stock they hold, representing a
premium of 17.6% over the closing price of the company's shares on the Nasdaq
Global Select Market on June 9, 2011, the last trading day prior to today's
announcement, or 22.2% over the average closing price of the company's shares
over the 30 trading days prior to June 10, 2011.
The company's Board of Directors, acting upon the unanimous
recommendation of a Special Committee of disinterested members of the
company's Board of Directors, approved the transaction as being in the best
interests of Ness Technologies and its stockholders and recommends that the
company's stockholders approve the transaction.
"We believe this transaction provides attractive value for our
stockholders and represents an exciting opportunity for Ness, our over-500
customers and our 6,900 employees to continue our growth and development in
partnership with CVCI," said Sachi Gerlitz, president and CEO, Ness
Technologies. "We look forward to completing the transaction and continuing
to provide superior solutions and services to our strong customer base, as we
build upon our leadership position in our markets and continue to implement
our strategic plan."
"We are excited about the prospect of increasing our investment in Ness,"
said Bob Khanna, CVCI's Managing Director. "Ness is the leader in several
segments of the IT services marketplace, serves the most sophisticated global
clients and has an outstanding reputation for delivering complex projects. We
look forward to working with management, employees and partners of all
business units to ensure that Ness becomes even more valuable to its clients
and fully leverages the strengths of its global network."
P. Howard Edelstein, Chairman of the Special Committee, said: "After a
thorough assessment, we concluded that the transaction with CVCI delivers
significant value and is in the best interest of our stockholders."
The transaction is subject to certain closing conditions, including
approval of the company's stockholders, antitrust regulatory approvals and
other customary closing conditions. Ness's stockholders will be asked to vote
on the proposed transaction at a special meeting that will be held on a date
to be announced. Ness expects the transaction to be completed in the next
three to six months.
Jefferies & Company, Inc. is acting as financial advisor to the Special
Committee, and managed the process for the Special Committee soliciting bids
from both strategic and financial sponsors in response to an unsolicited
indication of interest. BofA Merrill Lynch is acting as financial advisor to
the Board of Directors of Ness. Citigroup Global Markets Inc. is acting as
financial advisor to CVCI. Olshan Grundman Frome Rosenzweig & Wolosky LLP is
acting as legal advisor to Ness, Ropes & Gray LLP is acting as legal advisor
to the Special Committee and Cleary Gottlieb Steen & Hamilton LLP is acting
as legal advisor to CVCI.
About Ness Technologies
Ness Technologies (NASDAQ: NSTC and TASE: NSTC) is a global provider of
IT and business services and solutions with specialized expertise in software
product engineering; and system integration, application development,
consulting and software distribution. Ness delivers its portfolio of
solutions and services using a global delivery model combining offshore,
near-shore and local teams. With about 6,900 employees, Ness has operations
in North America, Europe, Israel and India, has customers in over 20
countries, and partners with numerous software and hardware vendors
worldwide. For more information about Ness, visit http://www.ness.com.
About Citi Venture Capital International
CVCI is a leader in global emerging markets private equity investing, and
currently manages over $7 billion in equity investments and committed
capital. CVCI has an internationally integrated investment team with over 45
professionals worldwide with a local presence in Singapore, Mumbai, New
Delhi, Hong Kong, London, New York and Santiago. CVCI-advised funds have made
significant investments in Business Services and Cross-Border Outsourcing
companies and have an established track record of investments in this sector
and a global perspective of the trends and drivers in the industry. Over the
last decade, funds and entities advised by CVCI have invested in business
services and IT Services companies in China, the U.S., India, Mexico, and
Korea.
CVCI is part of Citi Capital Advisors. Citi Capital Advisors is a global
alternative asset management platform that offers a broad range of innovative
strategies and products to select institutional and ultra-high-net-worth
investors.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Forward-looking
statements often are preceded by words such as "believes," "expects," "may,"
"anticipates," "plans," "intends," "assumes," "will" or similar expressions.
Forward-looking statements reflect management's current expectations, as of
the date of this press release, and involve certain risks and uncertainties
that could cause actual results to differ materially from those expressed in
or implied by these statements. Factors that could cause actual results to
materially differ from those projected in forward-looking statements include,
but are not limited to, the following: (i) the occurrence of any event,
change or other circumstances that could give rise to the termination of the
merger agreement; (ii) the inability to complete the merger due to the
failure to obtain stockholder approval or the failure to satisfy other
conditions to the completion of the merger; (iii) risks related to disruption
of management's attention from the company's ongoing business operations due
to the merger; and (iv) the effect of the announcement of the merger on the
company's relationships with its customers, operating results and business
generally. Additional factors that may cause results to differ materially
from those described in the forward-looking statements are set forth under
"Item 1A. Risk Factors" in the company's Annual Report on Form 10-K filed
with the Securities and Exchange Commission ("SEC") on March 4, 2011, as
amended, and in the company's subsequent SEC filings.
The company is under no obligation, and expressly disclaims any
obligation, to update or alter its forward-looking statements to reflect
circumstances or events occurring after the date hereof or to reflect the
occurrence of unanticipated events or changes in the company's expectations.
Additional Information about the Transaction and Where You Can Find It
In connection with the proposed transaction, the company will file a
proxy statement with the SEC. INVESTORS AND SECURITY HOLDERS ARE STRONGLY
ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE IT
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors
and stockholders may obtain a free copy of the proxy statement (when
available) and other documents filed by Ness at the SEC's website at
http://www.sec.gov. The proxy statement (when available) and other relevant
documents may also be obtained for free from Ness by directing a request to
Investor Relations, Ness Technologies, 300 Frank W. Burr Boulevard, 7th
Floor, Teaneck, NJ 07666, USA, telephone: +1-(201)-488-3262.
Ness and its directors, executive officers and certain other members of
its management and employees may be deemed to be participants in the
solicitation of proxies from its stockholders in connection with the proposed
transaction. Certain directors and executive officers of Ness have interests
in the transaction that may differ from the interests of Ness stockholders
generally, with respect to, among other things, acceleration of vesting of
stock options, restricted stock and restricted stock units, and other
benefits conferred under employment agreements and other arrangements.
Certain information regarding the interests of such directors and executive
officers is set forth in the company's proxy statements and Annual Reports on
Form 10-K previously filed with the SEC, and will be described in the proxy
statement relating to the transaction when it becomes available.
Ness Media Contacts:
Maya Lustig
Israel: +972-3-767-5110
Email: maya.lustig@ness.com
David Kanaan
Intl: +972-54-425-5307
Email: media.int@ness.com
Ness Investor Relations Contacts:
Drew Wright
USA: +1-201-488-3262
Email: investor@ness.com
Maya Lustig
Israel: +972-3-767-5110
Email: maya.lustig@ness.com
Source: Ness Technologies Inc
.
Ness Technologies to be Acquired by an Affiliate of CVCI
Ness Stockholders to Receive $7.75 per Share in Cash in a Transaction Valued at $307 Million
TEANECK, New Jersey, June 10, 2011/PRNewswire-FirstCall/ -- Ness Technologies, Inc. (NASDAQ: NSTC and TASE: NSTC), a global provider
of information technology solutions and services, announced today that the
company has entered into a definitive merger agreement under which an
affiliate of Citi Venture Capital International (CVCI), a global private
equity investment fund, will acquire the company in an all-cash transaction
valued at approximately $307 million.
Under the terms of the agreement, Ness stockholders will receive $7.75
per share in cash for each share of common stock they hold, representing a
premium of 17.6% over the closing price of the company's shares on the Nasdaq
Global Select Market on June 9, 2011, the last trading day prior to today's
announcement, or 22.2% over the average closing price of the company's shares
over the 30 trading days prior to June 10, 2011.
The company's Board of Directors, acting upon the unanimous
recommendation of a Special Committee of disinterested members of the
company's Board of Directors, approved the transaction as being in the best
interests of Ness Technologies and its stockholders and recommends that the
company's stockholders approve the transaction.
"We believe this transaction provides attractive value for our
stockholders and represents an exciting opportunity for Ness, our over-500
customers and our 6,900 employees to continue our growth and development in
partnership with CVCI," said Sachi Gerlitz, president and CEO, Ness
Technologies. "We look forward to completing the transaction and continuing
to provide superior solutions and services to our strong customer base, as we
build upon our leadership position in our markets and continue to implement
our strategic plan."
"We are excited about the prospect of increasing our investment in Ness,"
said Bob Khanna, CVCI's Managing Director. "Ness is the leader in several
segments of the IT services marketplace, serves the most sophisticated global
clients and has an outstanding reputation for delivering complex projects. We
look forward to working with management, employees and partners of all
business units to ensure that Ness becomes even more valuable to its clients
and fully leverages the strengths of its global network."
P. Howard Edelstein, Chairman of the Special Committee, said: "After a
thorough assessment, we concluded that the transaction with CVCI delivers
significant value and is in the best interest of our stockholders."
The transaction is subject to certain closing conditions, including
approval of the company's stockholders, antitrust regulatory approvals and
other customary closing conditions. Ness's stockholders will be asked to vote
on the proposed transaction at a special meeting that will be held on a date
to be announced. Ness expects the transaction to be completed in the next
three to six months.
Jefferies & Company, Inc. is acting as financial advisor to the Special
Committee, and managed the process for the Special Committee soliciting bids
from both strategic and financial sponsors in response to an unsolicited
indication of interest. BofA Merrill Lynch is acting as financial advisor to
the Board of Directors of Ness. Citigroup Global Markets Inc. is acting as
financial advisor to CVCI. Olshan Grundman Frome Rosenzweig & Wolosky LLP is
acting as legal advisor to Ness, Ropes & Gray LLP is acting as legal advisor
to the Special Committee and Cleary Gottlieb Steen & Hamilton LLP is acting
as legal advisor to CVCI.
About Ness Technologies
Ness Technologies (NASDAQ: NSTC and TASE: NSTC) is a global provider of
IT and business services and solutions with specialized expertise in software
product engineering; and system integration, application development,
consulting and software distribution. Ness delivers its portfolio of
solutions and services using a global delivery model combining offshore,
near-shore and local teams. With about 6,900 employees, Ness has operations
in North America, Europe, Israel and India, has customers in over 20
countries, and partners with numerous software and hardware vendors
worldwide. For more information about Ness, visit http://www.ness.com.
About Citi Venture Capital International
CVCI is a leader in global emerging markets private equity investing, and
currently manages over $7 billion in equity investments and committed
capital. CVCI has an internationally integrated investment team with over 45
professionals worldwide with a local presence in Singapore, Mumbai, New
Delhi, Hong Kong, London, New York and Santiago. CVCI-advised funds have made
significant investments in Business Services and Cross-Border Outsourcing
companies and have an established track record of investments in this sector
and a global perspective of the trends and drivers in the industry. Over the
last decade, funds and entities advised by CVCI have invested in business
services and IT Services companies in China, the U.S., India, Mexico, and
Korea.
CVCI is part of Citi Capital Advisors. Citi Capital Advisors is a global
alternative asset management platform that offers a broad range of innovative
strategies and products to select institutional and ultra-high-net-worth
investors.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Forward-looking
statements often are preceded by words such as "believes," "expects," "may,"
"anticipates," "plans," "intends," "assumes," "will" or similar expressions.
Forward-looking statements reflect management's current expectations, as of
the date of this press release, and involve certain risks and uncertainties
that could cause actual results to differ materially from those expressed in
or implied by these statements. Factors that could cause actual results to
materially differ from those projected in forward-looking statements include,
but are not limited to, the following: (i) the occurrence of any event,
change or other circumstances that could give rise to the termination of the
merger agreement; (ii) the inability to complete the merger due to the
failure to obtain stockholder approval or the failure to satisfy other
conditions to the completion of the merger; (iii) risks related to disruption
of management's attention from the company's ongoing business operations due
to the merger; and (iv) the effect of the announcement of the merger on the
company's relationships with its customers, operating results and business
generally. Additional factors that may cause results to differ materially
from those described in the forward-looking statements are set forth under
"Item 1A. Risk Factors" in the company's Annual Report on Form 10-K filed
with the Securities and Exchange Commission ("SEC") on March 4, 2011, as
amended, and in the company's subsequent SEC filings.
The company is under no obligation, and expressly disclaims any
obligation, to update or alter its forward-looking statements to reflect
circumstances or events occurring after the date hereof or to reflect the
occurrence of unanticipated events or changes in the company's expectations.
Additional Information about the Transaction and Where You Can Find It
In connection with the proposed transaction, the company will file a
proxy statement with the SEC. INVESTORS AND SECURITY HOLDERS ARE STRONGLY
ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE IT
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors
and stockholders may obtain a free copy of the proxy statement (when
available) and other documents filed by Ness at the SEC's website at
http://www.sec.gov. The proxy statement (when available) and other relevant
documents may also be obtained for free from Ness by directing a request to
Investor Relations, Ness Technologies, 300 Frank W. Burr Boulevard, 7th
Floor, Teaneck, NJ 07666, USA, telephone: +1-(201)-488-3262.
Ness and its directors, executive officers and certain other members of
its management and employees may be deemed to be participants in the
solicitation of proxies from its stockholders in connection with the proposed
transaction. Certain directors and executive officers of Ness have interests
in the transaction that may differ from the interests of Ness stockholders
generally, with respect to, among other things, acceleration of vesting of
stock options, restricted stock and restricted stock units, and other
benefits conferred under employment agreements and other arrangements.
Certain information regarding the interests of such directors and executive
officers is set forth in the company's proxy statements and Annual Reports on
Form 10-K previously filed with the SEC, and will be described in the proxy
statement relating to the transaction when it becomes available.
Ness Media Contacts:
Maya Lustig
Israel: +972-3-767-5110
Email: maya.lustig@ness.com
David Kanaan
Intl: +972-54-425-5307
Email: media.int@ness.com
Ness Investor Relations Contacts:
Drew Wright
USA: +1-201-488-3262
Email: investor@ness.com
Maya Lustig
Israel: +972-3-767-5110
Email: maya.lustig@ness.com
Source: Ness Technologies Inc
.