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8-K - FORM 8-K - INTELLIGROUP INC | y85051e8vk.htm |
EX-2.1 - EX-2.1 - INTELLIGROUP INC | y85051exv2w1.htm |
EX-10.2 - EX-10.2 - INTELLIGROUP INC | y85051exv10w2.htm |
EX-10.1 - EX-10.1 - INTELLIGROUP INC | y85051exv10w1.htm |
Exhibit 99.1
JOINT PRESS RELEASE
NEWS RELEASE
NTT DATA AND INTELLIGROUP ENTER INTO DEFINITIVE MERGER
AGREEMENT
AGREEMENT
NTT DATA Announces All-Cash Tender Offer for 100% of Intelligroup Shares
Intelligroup Enhances NTT DATAs ERP Presence
Tokyo, Japan, June 14, 2010 / Princeton, NJ, June 14, 2010 NTT DATA Corporation (Tokyo Stock
Exchange, First Section: 9613) (NTT DATA), the Japan-based leading IT services company, and
Intelligroup, Inc. (OTC: ITIG) (Intelligroup), a US-based IT services company, today announced
that they have entered into a merger agreement pursuant to which NTT DATA will acquire Intelligroup
for approximately US$199 million through an all-cash tender offer, followed by a second-step merger
to acquire all remaining shares at the same price paid in the tender offer.
NTT DATA, through its wholly-owned subsidiary, Mobius Subsidiary Corporation, will make an offer to
purchase all outstanding shares of Intelligroup common stock for US$4.65 per share, which
represents a 21.1% premium to Intelligroups average closing stock price over the last three-month
period ended June 11, 2010, and a 27.7% premium over the closing price of Intelligroups common
stock on June 11, 2010. The tender offer is scheduled to commence within 6 business days and will
expire after 20 business days unless the offer is extended. The tender offer is conditioned on the
tender of more than a majority of Intelligroups outstanding shares on a fully-diluted basis, and
various other conditions, including customary regulatory approvals. The transaction is not
conditioned on financing.
The transaction was unanimously approved by the Boards of Directors of both Intelligroup and NTT
DATA, and the Board of Directors of Intelligroup will recommend that Intelligroups stockholders
tender their shares in the offer. In connection with the offer, SB Asia Infrastructure Fund, LP and
Venture Tech Assets Private Ltd, which collectively hold approximately 62.9% of Intelligroups
outstanding common stock, have agreed to tender their shares into the offer.
Intelligroup is an enterprise applications systems integrator providing consulting, implementation,
testing, application management, infrastructure management, and other IT services primarily related
to SAP, Oracle and Microsoft applications for global corporations. Intelligroup has developed
industry award winning ERP-related tools and pre-configured, vertical specific solutions that
reduce costs and deliver quick return on investment for customers. Intelligroup is a services
partner of SAP, Oracle, and Microsoft in multiple regions, and is featured in leading IT analysts
ERP and outsourcing reports. Intelligroup currently provides SAP, Oracle and related services to
major corporations located in the US, UK, Denmark, Japan, India and the Middle East, which would
complement NTT DATAs services/solutions business and its customer base for such services.
The transaction would give NTT DATA access to Intelligroups blue-chip client base and specialized
knowledge of SAP and Oracle. NTT DATA would also benefit from Intelligroups deep industry
experience and solutions focused on the life sciences, high-tech and discrete manufacturing, and
consumer packaged goods verticals and its efficient global delivery model, enabled by world-class
delivery centers in India. Furthermore, the transaction would result in better service for
Intelligroups and NTT DATAs global client bases, through coordination and cooperation with NTT
DATA global affiliates.
Commenting on the transaction, Toru Yamashita, President & CEO of NTT DATA, said, We are extremely
pleased to announce our alliance with Intelligroup, a company highly reputable in the ERP business,
with top-class employees around the globe. We believe that through this alliance, we will gain
access to Intelligroups global operation network, which will allow us to provide higher quality
services in more places and assist clients in the further innovation of their businesses.
Vikram Gulati, Chief Executive Officer of Intelligroup, added, NTT DATAs size and global IT
capabilities including data centers and cloud computing enhance significantly our ERP solution
capability and also allow us to offer Total Outsourcing solutions. It enables us to offer enhanced
vertical offerings, and greater geographic coverage to our customers. Further, this allows us to
leverage the financial strength of NTT DATA which enables us to make greater and more long-term
investments in the business. The synergy between the two firms creates a formidable force that will
enable us to win in the marketplace.
Mitsubishi UFJ Morgan Stanley Securities Co. is acting as the exclusive financial advisor, and
Morrison & Foerster LLP is acting as the legal advisor to NTT DATA on this transaction.
Credit Suisse Securities (USA) LLC is acting as the exclusive financial advisor to Intelligroup,
and Jones Day and Lowenstein Sandler PC are acting as Intelligroups legal advisors.
MEDIA CONTACTS
Intelligroup, Inc.
Investor Relations:
Norberto Aja and David Collins
Jaffoni & Collins Incorporated
itig@jcir.com
212-835-8500
Investor Relations:
Norberto Aja and David Collins
Jaffoni & Collins Incorporated
itig@jcir.com
212-835-8500
Public Relations:
Pat Gray
pat.gray@intelligroup.com
646-810-7405
Pat Gray
pat.gray@intelligroup.com
646-810-7405
NTT DATA
Public Relations:
Georgeson Inc.
Thomas Gardiner
tgardiner@georgeson.com
212-440-9872
Public Relations:
Georgeson Inc.
Thomas Gardiner
tgardiner@georgeson.com
212-440-9872
NTT DATA Public Relations Department
webmaster@nttdata.co.jp
webmaster@nttdata.co.jp
Investor Relations:
NTT DATA Investor Relations and Finance Office
stfsir@nttdata.co.jp
NTT DATA Investor Relations and Finance Office
stfsir@nttdata.co.jp
NOTES TO EDITORS
About NTT DATA CORPORTION
NTT DATA is a quoted subsidiary of Nippon Telegraph and Telephone Corporation (NTT). It offers a
broad range of IT services including consulting, systems integration and IT outsourcing. NTT DATA
posted total revenues of approx. JPY 1.1 trillion (USD 12.7 billion) for the year ended March 31,
2010, and has more than 34,500 employees. NTT DATA has taken various steps to develop the
international business.
For further information please visit:
http://www.nttdata.co.jp/en/index.html
http://www.nttdata.co.jp/en/index.html
About Intelligroup, Inc.
Intelligroup is an enterprise applications systems integrator providing consulting, implementation,
testing, application management, infrastructure management, and other IT services for global
corporations. The Company possesses deep expertise and proprietary tools in industry-specific
enterprise solutions and has been recognized by clients, partners and IT industry analysts for
consistently exceeding expectations. Intelligroup won a global 2009 SAP Pinnacle Award, and is
ranked as a Leader on the 2010 Global Outsourcing 100® list by the International Association of
Outsourcing Professionals (IAOP)®. Intelligroups global service delivery model combines onsite
teams and offshore development capabilities to deliver solutions that accelerate results, reduce
costs and generate meaningful ROI for clients.
For further information please visit:
http://www.intelligroup.com/
http://www.intelligroup.com/
NOTE TO INVESTORS
The tender offer to purchase shares of Intelligroup common stock referenced in this press release
has not yet commenced, and this press release is neither an offer to purchase, nor a solicitation
of an offer to sell, any securities. The tender offer to purchase shares of Intelligroup common
stock will be made only pursuant to a Tender Offer Statement on Schedule TO containing an offer to
purchase, forms of letters of transmittal and other documents relating to the tender offer (the
Tender Offer Statement), which Mobius Subsidiary Corporation, a wholly-owned subsidiary of NTT
DATA, will file with the SEC and mail to Intelligroup stockholders. At the time the tender offer is
commenced, Intelligroup will file a Solicitation / Recommendation Statement with respect to the
tender offer (the Recommendation Statement). Security holders of Intelligroup are advised to read
the Tender Offer Statement and Recommendation Statement when they become available, because they
will contain important information about the tender offer. Investors and security holders of
Intelligroup also are advised that they may obtain free copies of the Tender Offer Statement and
other documents filed by Mobius Subsidiary Corporation with the SEC (when these documents become
available) and the Recommendation Statement and other documents filed by Intelligroup (when these
documents become available) on the SECs website at http://www.sec.gov.
FORWARD-LOOKING STATEMENTS
This announcement contains forward-looking statements that involve significant risks and
uncertainties. All statements that are not historical facts are forward-looking statements,
including: statements that are preceded by, followed by, or that include the words believes,
anticipates, expects, could, should, or similar expressions; statements regarding the
anticipated timing of filings and approvals relating to the transaction; statements regarding the
expected timing of the completion of the transaction; statements regarding the ability to complete
the transaction considering the various closing conditions; and any statements of assumptions
underlying any of the
foregoing. All estimated or anticipated future results, product performance or other non-historical
facts are forward-looking and reflect NTT DATAs and Intelligroups current perspectives on
existing trends and information. Investors and security holders are cautioned not to place undue
reliance on these forward-looking statements. Actual results could differ materially from those
currently anticipated due to a number of risks and uncertainties that are subject to change based
on factors that are, in many instances, beyond NTT DATAs and Intelligroups control.