- Accession Number:
- Form Type:
- Zero Holdings:
- Publication Time:
- 2010-07-22 13:00:00
- Reporting Period:
- Filing Date:
- Accepted Time:
- 2010-07-22 11:30:43
- SEC Url:
- Form 4 Filing
|Cik||Name||Symbol||Sector (SIC)||IRS No|
|1016439||Intelligroup Inc||ITIG||Services-Computer Integrated Systems Design (7373)||112880025|
|Cik||Name||Reported Address||Insider Title||Director||Officer||Large Shareholder||Other|
|1446705||Ntt Data Corp||Toyosu Center Building |
3-3, Toyosu 3-Chome,koto-Ku
Tokyo M0 135-6033
Reported Non-Derivative Transactions
|Sec. Name||Acquisiton - Disposition||Date||Amount||Price||Remaning Holdings||Equity Swap Involved||Form Type||Code||Nature of Ownership||Explanation|
|Common Stock, Par Value $0.01 Per Share||Acquisiton||2010-07-20||1,408,398||$4.65||1,000||No||4||P||Indirect||See footnotes|
|Equity Swap Involved||Form Type||Code||Nature of Ownership||Explanation|
- NTT DATA CORPORATION ("NTT Data"), Mobius Subsidiary Corporation, a wholly-owned subsidiary of NTT Data ("Purchaser"), and Intelligroup, Inc. (the "Issuer") entered into an Agreement and Plan of Merger, dated as of June 14, 2010 (the "Merger Agreement"), pursuant to which Purchaser conducted a cash tender offer (the "Offer") to purchase all outstanding shares of common stock, par value $0.01 per share, of the Issuer (the "Shares"), at a price of $4.65 per Share, net to the seller in cash, and subject to the terms and conditions set forth in the Offer to Purchase, dated June 21, 2010, as amended, attached as an exhibit to the Tender Offer Statement on Schedule TO, as amended (the "Schedule TO"), filed by NTT Data and Purchaser with the Securities and Exchange Commission on June 21, 2010.
- The Offer expired at 12:00 midnight, New York City time, on July 19, 2010. An aggregate of 39,901,065 Shares were validly tendered and not withdrawn (including certain Shares tendered under guaranteed delivery procedures), representing approximately 96.6% of the Issuer's outstanding Shares. On July 20, 2010, Purchaser accepted for payment all validly tendered and not withdrawn Shares (excluding certain Shares tendered under guaranteed delivery procedures). Following the acceptance of the Shares, Purchaser was the owner of the Shares purchased in the Offer. NTT Data, along with its parent corporation, Nippon Telegraph and Telephone Corporation ("NTT"), and its wholly owned subsidiary, NTT Data International L.L.C. ("NDI"), may be deemed to have been the indirect beneficial owners of the Shares held by Purchaser.
- On July 20, 2010, Purchaser merged with and into the Issuer, with the Issuer surviving the merger as a wholly owned subsidiary of NTT Data pursuant to a "short-form" merger under New Jersey law (the "Merger"). Following the Merger, NDI is the owner of the shares of the Issuer, and NTT Data and NTT may be deemed to be the indirect beneficial owners of such shares held by NDI.
- This number reflects all of the outstanding Shares that were not tendered in the Offer and that may be deemed to have been acquired by NTT Data and Purchaser pursuant to the consummation of the Merger. At the effective time of the Merger, these Shares were cancelled and ceased to exist.
- Prior to the Merger, NTT Data held 1,000 shares of the common stock, $0.01 par value per share, of Purchaser (the "Purchaser Shares"), which represented all of the issued and outstanding capital stock of Purchaser. At the effective time of the Merger, each Purchaser Share was converted into one share of common stock of the Issuer, as the surviving corporation of the Merger, and as a result, NTT Data acquired 100% of the equity interest of Issuer.