BWI: NTT DATA and Intelligroup Enter into Definitive Merger Agreement

Press release from Business Wire India
Source: Intelligroup, Inc.
Tuesday, June 15, 2010 10:35 AM IST (05:05 AM GMT)
Editors: General: Consumer interest; Business: Banking & financial services, Business services, Financial Analyst, Information technology; Technology
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NTT DATA and Intelligroup Enter into Definitive Merger Agreement
NTT DATA Announces All-Cash Tender Offer for 100% of Intelligroup Shares; Intelligroup Enhances NTT DATA's ERP Presence

Hyderabad, Andhra Pradesh, India, Princeton, New Jersey, United States and, Japan, Tuesday, June 15, 2010 -- (Business Wire India) -- NTT DATA Corporation (Tokyo Stock Exchange, First Section: 9613) ("NTT DATA"), the Japan-based leading IT services company, and Intelligroup, Inc. (OTC Bulletin Board: 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 Intelligroup's average closing stock price over the last three-month period ended June 11, 2010, and a 27.7% premium over the closing price of Intelligroup's 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 Intelligroup's 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 Intelligroup's 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 Intelligroup's 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 DATA's services/solutions business and its customer base for such services.

The transaction would give NTT DATA access to Intelligroup's blue-chip client base and specialized knowledge of SAP and Oracle. NTT DATA would also benefit from Intelligroup's 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 Intelligroup's and NTT DATA's 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 Intelligroup's 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 DATA's 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 Intelligroup's legal advisors.

MEDIA CONTACTS

Intelligroup, Inc.
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

NTT DATA
Public Relations:
Georgeson Inc.
Thomas Gardiner
tgardiner@georgeson.com

212-440-9872

NTT DATA Public Relations Department
webmaster@nttdata.co.jp

Investor Relations:
NTT DATA Investor Relations and Finance Office
stfsir@nttdata.co.jp

India Contact
Alok Pant
Marketing and Alliances
Houston, Texas
Cell: 001 848 219-7562
alok.pant@intelligroup.com

Twinkle Xavier
20:20 MEDIA
Mob: +91 9884480115
twinkle@2020india.com



KEYWORDS
CONSUMER, BANKING, BUSINESS SERVICES, Financial Analyst, IT, TECHNOLOGY

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