Under the terms of the agreement, Ness stockholders will receive
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
"We are excited about the prospect of increasing our investment in Ness,"
said
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
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
About Citi Venture Capital International
CVCI is a leader in global emerging markets private equity investing, and
currently manages over
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
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,
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