TEANECK, New Jersey,
October 11, 2011 /PRNewswire/ --
Ness Technologies, Inc. (NASDAQ: NSTC and TASE: NSTC), a
global provider of IT services and solutions, announced today the
completion of its acquisition by an affiliate of Citi Venture
Capital International (CVCI), a global private equity investment
fund, in a transaction valued at approximately $307 million. Under the terms of the merger
agreement, Ness stockholders will receive $7.75 in cash for each share of common stock they
hold.
As previously announced, the transaction was approved by Ness
stockholders at a special meeting of stockholders held on
August 30, 2011. As a result of
the transaction, Ness common stock will cease trading on, and will
be delisted from, the Nasdaq Global Select Market and the Tel Aviv
Stock Exchange.
"We are excited by the opportunity for Ness to grow and develop
in partnership with CVCI, while continuing to provide superior
solutions and services to our strong customer base," said
Sachi Gerlitz, president and CEO,
Ness Technologies.
Bob Khanna, CVCI's Managing
Director, said, "We look forward to working with Ness management,
employees and partners of all business units to build on Ness's
outstanding reputation and deliver additional value to its
customers through its global network."
Ness will remain headquartered in Tel
Aviv, Israel, and Teaneck, New
Jersey, and Ness's Chief Executive Officer and Chief
Financial Officer are continuing in their current roles.
Jefferies & Company, Inc. acted as financial advisor to the
Special Committee of the Board of Directors of Ness (the Special
Committee). Bank of America Merrill Lynch acted as financial
advisor to the Board of Directors of Ness. Olshan Grundman
Frome Rosenzweig & Wolosky LLP acted as legal advisor to Ness,
Ropes & Gray LLP acted as legal advisor to the Special
Committee and Cleary Gottlieb Steen
& Hamilton LLP acted 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 7,000 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. Some of the
factors that may cause results to differ materially from those
described in the forward-looking statements are included under the
heading "Risk Factors" in Ness's filings with the Securities and
Exchange Commission. Ness is under no obligation, and
expressly disclaims any obligation, to update or alter its
forward-looking statements, whether as a result of such changes,
new information, subsequent events or otherwise.
Media Contacts:
David Kanaan
Intl: +972-54-425-5307
Email: media.int@ness.com
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