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