Filing Details

Accession Number:
0001209191-10-039323
Form Type:
4
Zero Holdings:
No
Publication Time:
2010-07-22 13:00:00
Reporting Period:
2010-07-20
Filing Date:
2010-07-22
Accepted Time:
2010-07-22 11:30:43
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1016439 Intelligroup Inc ITIG Services-Computer Integrated Systems Design (7373) 112880025
Insiders
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
No No Yes No
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
No 4 P Indirect See footnotes
Footnotes
  1. 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.
  2. 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 An aggregate of 39,901,065 Shares were validly tendered and not withdrawn (including certain Shares tendered under guaranteed delivery procedures), representing approximately 96.6% of the Issuer's outstanding Shares. On July 20, 2010, Purchaser accepted for payment all validly tendered and not withdrawn Shares (excluding certain Shares tendered under guaranteed delivery procedures).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.
  3. 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.
  4. 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.
  5. 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.