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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
Intelligroup, Inc.
(Name of Subject Company (Issuer))
NTT DATA CORPORATION
Mobius Subsidiary Corporation
Mobius Subsidiary Corporation
(Name of Filing Persons (Offerors))
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
(Title of Class of Securities)
45816A106
(CUSIP Number of Class of Securities)
(CUSIP Number of Class of Securities)
Kazuhiro Nishihata
NTT DATA CORPORATION
Toyosu Center Building
3-3, Toyosu 3-chome
Koto-ku, Tokyo 135-6033, Japan
81-3-5546-8202
NTT DATA CORPORATION
Toyosu Center Building
3-3, Toyosu 3-chome
Koto-ku, Tokyo 135-6033, Japan
81-3-5546-8202
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
to Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
Spencer D. Klein, Esq.
Morrison & Foerster LLP
1290 Avenue of the Americas
New York, New York 10104
212-468-8000
Spencer D. Klein, Esq.
Morrison & Foerster LLP
1290 Avenue of the Americas
New York, New York 10104
212-468-8000
CALCULATION OF FILING FEE
Transaction Valuation* $203,714,440.05 | Amount of Filing Fee** $14,524.84 |
* | Estimated for purposes of calculating the filing fee only. This amount assumes the purchase of up to 43,809,557 shares of common stock, par value $.01 per share (the “Shares”), of Intelligroup, Inc., a New Jersey corporation, at a purchase price of $4.65 per Share. Such number of Shares consists of (i) 41,252,888 Shares issued and outstanding as of June 3, 2010, and (ii) 2,556,669 Shares that are issuable under options. | |
** | The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by multiplying the transaction value by .00007130. | |
þ | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid: $14,524.84 | Filing Party: NTT DATA CORPORATION | |
Form or Registration No.: Schedule TO | Date Filed: June 21, 2010 |
o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
þ third-party tender offer subject to Rule 14d-1.
o issuer tender offer subject to Rule 13e-4.
o going-private transaction subject to Rule 13e-3.
o amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer:þ
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Item 11. Additional Information | ||||||||
Item 12. Exhibits | ||||||||
SIGNATURES | ||||||||
EXHIBIT INDEX | ||||||||
EX-99.A.5.E | ||||||||
EX-99.A.5.F |
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This Amendment No. 5 (“Amendment No. 5”) amends and supplements the Tender Offer Statement on Schedule TO (“Schedule TO”) originally filed with the Securities and Exchange Commission (the “SEC”) on June 21, 2010, as amended and supplemented by Amendment No. 1 filed with the SEC on June 24, 2010 (“Amendment No. 1”), Amendment No. 2 filed with the SEC on July 1, 2010 (“Amendment No. 2”), Amendment No. 3 filed with the SEC on July 8, 2010 (“Amendment No. 3”) and Amendment No. 4 filed with the SEC on July 8, 2010 (“Amendment No. 4”), by Mobius Subsidiary Corporation, a New Jersey corporation (“Purchaser”) and an indirect wholly owned subsidiary of NTT DATA CORPORATION, a corporation organized under the laws of Japan (“Parent”), relating to the offer by Purchaser to purchase all issued and outstanding shares of the common stock, par value $.01 per share (the “Shares”), of Intelligroup, Inc., a New Jersey corporation (the “Company”), at a price of $4.65 per Share, net to the seller in cash (less any applicable withholding of taxes), without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated June 21, 2010 (the “Offer to Purchase”) and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”). This Amendment No. 5 is being filed on behalf of Parent and Purchaser.
The information set forth in the Offer to Purchase, including Schedule I thereto, is hereby incorporated by reference in answer to Items 1 through 13 of the Schedule TO, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4, and is supplemented by the information specifically provided herein.
Item 11.Additional Information
Item 11 of the Schedule TO is hereby amended and supplemented by adding the following text thereto:
“The Offer expired at 12:00 midnight, New York City time, on Monday, July 19, 2010. The Depositary has advised Purchaser that, as of the expiration of the Offer, approximately 39,901,065 Shares (including 39,005 Shares that were tendered pursuant to guaranteed delivery procedures) were validly tendered and not withdrawn in the Offer, representing approximately 96.6% of the Company’s issued and outstanding Shares. All validly tendered Shares have been accepted for payment in accordance with the terms of the Offer.
Parent intends to consummate the Merger in accordance with the Merger Agreement through a “short-form” merger under New Jersey law as soon as practicable. Pursuant to the Merger Agreement, Purchaser will be merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent. Each of the remaining outstanding Shares (other than Shares owned or held by the Company, Purchaser, Parent or any of their respective subsidiaries) will be cancelled and converted into the right to receive the Per Share Amount in cash, without interest.
The full text of the press release issued by Parent on July 20, 2010 announcing the expiration and results of the Offer and the anticipated completion of the Merger is filed as Exhibit (a)(5)(E) hereto and is incorporated herein by reference. An English translation of the press release issued by Parent on July 20, 2010 in Japan regarding the same subject matter is filed as Exhibit (a)(5)(F) hereto and is incorporated herein by reference.”
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Item 12.Exhibits
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibits:
(a)(5)(E) | Press Release issued by Parent on July 20, 2010 | |
(a)(5)(F) | English Translation of Press Release issued by Parent on July 20, 2010 |
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: July 20, 2010
NTT DATA CORPORATION | ||||
By: | /s/ Kazuhiro Nishihata | |||
Name: | Kazuhiro Nishihata | |||
Title: | Senior Vice President | |||
MOBIUS SUBSIDIARY CORPORATION | ||||
By: | /s/ Koji Miyajima | |||
Name: | Koji Miyajima | |||
Title: | President & CEO |
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EXHIBIT INDEX
(a)(1)(A) | Offer to Purchase dated as of June 21, 2010.* | |
(a)(1)(B) | Form of Letter of Transmittal.* | |
(a)(1)(C) | Form of Notice of Guaranteed Delivery.* | |
(a)(1)(D) | Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* | |
(a)(1)(E) | Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* | |
(a)(1)(F) | Joint Press Release issued by Parent and the Company on June 14, 2010 (incorporated by reference to the Schedule TO-C filed by Parent with the SEC on June 14, 2010).* | |
(a)(1)(G) | Press Release issued by Parent in Japan on June 14, 2010 (incorporated by reference to the Schedule TO-C filed by Parent with the SEC on June 14, 2010).* | |
(a)(1)(H) | Summary Advertisement as published on June 21, 2010.* | |
(a)(1)(I) | Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9* | |
(a)(5)(A) | Complaint filed on June 17, 2010 in the Superior Court of New Jersey, Mercer County, Chancery Division.* | |
(a)(5)(B) | Complaint filed on June 23, 2010 in the Superior Court of New Jersey, Middlesex County, Chancery Division.* | |
(a)(5)(C) | Joint Press Release issued by Parent and Company on July 1, 2010.* | |
(a)(5)(D) | Memorandum of Understanding dated July 6, 2010.* | |
(a)(5)(E) | Press Release issued by Parent on July 20, 2010. | |
(a)(5)(F) | English Translation of Press Release issued by Parent on July 20, 2010. | |
(d)(1) | Agreement and Plan of Merger, dated as of June 14, 2010, among Parent, Purchaser and the Company (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K/A filed by the Company with the SEC on June 21, 2010).* | |
(d)(2) | Shareholders’ Agreement dated as of June 14, 2010, among Parent, Purchaser and SB Asia Infrastructure Fund L.P. and Venture Tech Assets Ltd. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K/A filed by the Company with the SEC on June 21, 2010).* | |
(d)(3) | Letter Agreement dated as of December 24, 2009, by and between Parent and the Company.* | |
(d)(4) | Employment Agreement dated as of June 14, 2010 by and between the Company and Vikram Gulati (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K/A filed by the Company with the SEC on June 21, 2010).* | |
(d)(5) | Letter Agreement, dated July 8, 2010, among the Company, Purchaser, Venture Tech Assets Ltd. and SB Asia Infrastructure Fund L.P (incorporated by reference to Exhibit (e)(23) to Amendment No. 5 of the Solicitation/Recommendation Statement on Schedule 14D-9 filed by the Company with the SEC on July 8, 2010).* |
* | Previously filed with Schedule TO. |