TEANECK, New Jersey,
August 30, 2011 /PRNewswire/ --
Ness Technologies, Inc. (NASDAQ: NSTC and TASE: NSTC), a
global provider of IT services and solutions, announced today that
the company's stockholders voted to approve the company's proposed
merger with an affiliate of Citi Venture Capital International
(CVCI), a global private equity investment fund.
According to the final tally of shares voted, approximately
28,511,919 shares of Ness common stock voted for the approval of
the proposal to adopt the merger agreement providing for the
merger, representing approximately 75% of the shares of Ness common
stock outstanding and eligible to vote as of July 18, 2011, the record date for voting at the
special meeting.
Under terms of the merger agreement, dated June 10, 2011, an affiliate of CVCI will acquire
the company in an all-cash transaction and Ness stockholders will
receive $7.75 per share in cash for
each share of common stock they hold. At the same time, Ness
will become a wholly owned subsidiary of an affiliate of CVCI and
Ness common stock will cease to be listed on the Nasdaq Global
Select Market and the Tel Aviv Stock Exchange. The
transaction is subject to certain closing conditions, including
antitrust regulatory approvals and other customary closing
conditions, and is expected to be completed by the end of
September 2011.
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. 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 included under the heading "Risk Factors" in the
company's filings with the Securities and Exchange Commission.
The company 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
Mark Harnett / Larry Schimmel
USA: 1-212-929-5500
Email: proxy@mackenziepartners.com
SOURCE Ness Technologies Inc