Results of a Tender Offer in the U.S. Market
July 20 2010 - 6:39AM
UK Regulatory
TIDMNPN
RNS Number : 6144P
Nippon Telegraph and Telephone Corp
20 July 2010
July 20, 2010
Company Name: Nippon Telegraph and Telephone Corporation
Representative: Satoshi Miura, President and CEO
(Code No.: 9432, First section of Tokyo, Osaka and Nagoya Stock Exchanges and
Fukuoka and Sapporo Stock Exchanges)
Notice Regarding Results of a Tender Offer in the U.S. Market
NTT DATA CORPORATION ("NTT DATA"), a subsidiary of Nippon Telegraph and
Telephone Corporation ("NTT"), has announced that its tender offer to acquire
the common shares of Intelligroup Inc. ("Intelligroup"), a Princeton, New Jersey
based IT services company headed by CEO Vikram Gulati (the "TO"), that commenced
on June 21, 2010 pursuant to a resolution adopted by the NTT DATA Board of
Directors on June 14, 2010, was completed as of midnight on July 19, 2010 (U.S.
Eastern Standard Time). The tender offer was conducted through Mobius
Subsidiary Corporation ("Mobius"), a Newark, New Jersey based, wholly-owned
subsidiary of NTT DATA International L.L.C. ("NDI"), which is a New York City,
New York based, wholly-owned subsidiary of NTT DATA Corporation. For more
details, please see the attached press release by NTT DATA.
For further inquiries, please contact:
Takayuki Kimura or Yusuke Koizumi
Investor Relations Office
Finance and Accounting Department
Nippon Telegraph and Telephone Corporation
Phone: +81-3-5205-5581
Fax: +81-3-5205-5589
July 20, 2010
Press Release
Company Name: NTT Data Corporation
Representative: Toru Yamashita, President and CEO
(Code No.: 9613, Tokyo Stock Exchange, First Section)
Contact: Takashi Kanae, Senior Executive Manager, IR & Finance Office
(Telephone: 03-5546-9962)
Notice Regarding Results of a Tender Offer in the U.S. Market
NTT DATA Corporation ("NTT DATA") announces that its tender offer
to acquire the common shares of Intelligroup Inc. ("Intelligroup"), a Princeton,
New Jersey based IT services company headed by CEO Vikram Gulati (the "TO"),
that commenced on June 21, 2010 pursuant to a resolution adopted by the NTT DATA
Board of Directors on June 14, 2010, was completed as of midnight on July 19,
2010 (U.S. Eastern Standard Time), the results of which are set forth below.
The tender offer was conducted through Mobius Subsidiary Corporation ("Mobius"),
a Newark, New Jersey based, wholly-owned subsidiary of NTT DATA International
L.L.C. ("NDI"), which is a New York City, New York based, wholly-owned
subsidiary of NTT DATA Corporation. NTT DATA Corporation is also making an
announcement in the United States in accordance with tender offer rules in the
United States. Article 27, Paragraph 2, Item (1) of Japan's Financial
Instruments and Exchange Law is not applicable to the TO.
1. Summary of the TO
(1) TO conducted through: Mobius Subsidiary
Corporation
(2) Target: Intelligroup,
Inc.
(3) Type of shares acquired: Common shares
(4) Offer period: Monday, June 21
to Monday, July 19, 2010 (U.S. Eastern Standard Time; 20 business days in the
U.S.)
(5) Offer price: U.S.$4.65 per
share
(6) Minimum number of tendered shares
as a condition to closing the TO:
More than 50% of Intelligroup's issued shares
(on a fully-diluted basis)
2. Results of the TO
(1) Status of tendered shares (as of 12:00 a.m. on July 20, 2010 U.S. Eastern
Standard Time)
Percentage of outstanding shares planned to be acquired: 100%
Percentage of outstanding shares tendered: Approximately 96.50%
(The above excludes shares tendered through a Notice of Guaranteed
Delivery*1, which were approximately 0.09% of outstanding shares (approximately
39,005 shares))
(2) Result of the TO:
Because the number of shares tendered exceeded the minimum number of
tendered shares specified in 1(6), Mobius will acquire all of the tendered
shares.
(3) Price to be paid for tendered shares (as of July 19, 2010 (U.S. Eastern
Standard Time)): Approximately U.S.$185MM
3. Policy After the TO and Future Outlook
Given the results of the TO, a short form merger (a merger
procedure that does not require a general shareholders meeting be held) will be
implemented pursuant to New Jersey law with Mobius as the non-surviving company
and Intelligroup as the surviving company. As a result of the merger,
Intelligroup will be a wholly-owned subsidiary of NDI, trading of Intelligroup's
shares on the over-the-counter market will cease and its reporting obligations
will be suspended. Pursuant to the short form merger, any shares that were not
tendered pursuant to the tender offer will automatically be cancelled and
converted to a right to receive US$4.65 per share in cash.
*1. Notice of Guaranteed Delivery
When a shareholder seeks to tender shares in response to a tender offer, in
cases where the shareholder is unable to complete the tender procedures by the
end of the tender offer period for certain reasons, this document makes it
possible to tender shares within three business days following the conclusion of
the tender offer through its submission by shareholders to a prescribed
financial institution.
<Note>
This press release contains forward-looking statements. Such forward-looking
statements are indicated by the words "believes," "expects," "intends,"
"anticipates," "plans," "should," "is likely," "is projected," "future," etc.,
and other similar expressions and by explanations of strategies, targets, plans,
and so on. Actual results that differ materially from the future projections
stated in this press release may occur in the future due to a large number of
factors. Such factors include (1) general conditions in the industry including
the macro-economic environment and the competitive environment in the IT
industry, (2) matters and risks concerning regulations and litigation, (3)
changes in legal systems, (4) the effects of amendments of tax laws and other
statutes and changes in general economic conditions, (5) the risk that the
conditions necessary for completion of the transactions will not be fulfilled,
(6) the risk that approval from regulatory authorities necessary for the
transaction will not be obtained and the risk that unanticipated conditions will
be attached to such approval, and (7) risks relating to implementation of the
transactions and other risks.
This press release is intended to provide information only and is not an offer
to purchase or a solicitation to sell the common shares of Intelligroup. The TO
was by Mobius pursuant to a Tender Offer Statement (including a proposal for
capital tie-up, letters of transmittal, and other documents relating to the
tender offer) on a Schedule TO filed with the United States Securities and
Exchange Commission (the "SEC"). Investors and shareholders may obtain free
copies of documents filed by Mobius with the SEC and other documents from the
SEC website at www.sec.gov.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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