Rigrodsky & Long, P.A. Investigates Buyout of Ness Technologies, Inc.
June 10 2011 - 6:14PM
Business Wire
Rigrodsky & Long, P.A. announces that it is investigating
potential claims against the board of directors of Ness
Technologies, Inc. (“Ness” or the “Company”) (Nasdaq: NSTC)
concerning possible breaches of fiduciary duty and other violations
of law related to the Company’s entry into an agreement to be
acquired and taken private by an affiliate of Citi Venture Capital
International (“CVCI”) in a transaction valued at approximately
$307 million.
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http://www.rigrodskylong.com/news/NessTechnologiesInc-NSTC.
Under the proposed agreement, Ness stockholders will receive
$7.75 per share in cash for each share of Ness common stock they
hold.
The investigation concerns whether Ness’ board of directors
adequately shopped the Company to obtain the best price possible
for Ness’ shareholders before entering into the agreement with
CVCI. Indeed, according to Yahoo! Finance, at least one analyst has
set a price target of $8.00 per share for Ness stock.
As recent as May 4, 2011, Ness issued their first quarter 2011
financial results wherein the Company announced continued
profitability and the highest operating margins in ten quarters.
Specifically, (a) revenues were up 3% year-over-year, (b) operating
income was up 186% year-over-year, and (c) net income from
continuing operations was up 497% year-over-year. Ness President
and CEO, Sachi Gerlitz, commented: “We had a good first quarter and
I am very proud of the continued operating margin expansion we
delivered. Our steady progress improving operating margins is a
direct result of record first quarter results in Israel as well as
ongoing improvement in Central and Eastern Europe[.]…We are making
excellent headway on the strategic integration of our business
units into one global entity, as manifested by our recent landmark
contract with Barclays Capital. We are confident about the year
ahead, and look forward to further improvements in our results.”
Moreover, Ness Executive Vice President and CFO, stated: “We are
continuing to reap the benefits from the optimization of our
operations as well as our improvement in billable
utilization[.]…This is evident in our margin expansion, improved
earnings and strong first quarter operating cash flows. Our balance
sheet is strong, and we remain in our comfort zone regarding
liquidity.”
If you own the common stock of Ness and purchased your shares
before June 10, 2011, if you have information or would like to
learn more about these claims, or if you wish to discuss these
matters or have any questions concerning this announcement or your
rights or interests with respect to these matters, please contact
Seth D. Rigrodsky, Esquire or Noah R. Wortman, Case Development
Director, of Rigrodsky & Long, P.A., 919 N. Market Street,
Suite 980, Wilmington, Delaware, by telephone at (888) 969-4242, or
by e-mail to info@rigrodskylong.com.
Rigrodsky & Long, P.A., with offices in Wilmington, Delaware
and Garden City, New York, regularly litigates securities class,
derivative and direct actions, shareholder rights litigation and
corporate governance litigation, including claims for breach of
fiduciary duty and proxy violations in the Delaware Court of
Chancery and in state and federal courts throughout the United
States.
Attorney advertising. Prior results do not guarantee a similar
outcome.
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