NPN Nippon Tel.& T.

 

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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