Intelligroup Inc.
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Intelligroup Inc. Securities Settlement
The lawsuit was settled for additional disclosures in the proxy statement mailed to shareholders. The following is a summary of the proceedings in this lawsuit: ‘On June 14, 2010, Intelligroup, Inc. announced that it had entered into a definitive agreement (the ‘Merger Agreement’) with NTT DATA CORPORATION (‘NTT DATA’) to be acquired by an indirect wholly owned subsidiary of NTT DATA, Mobius Subsidiary Corporation (‘Mobius’), through a cash transaction by means of an all-cash tender offer at $4.65 per share (the ‘Tender Offer’) and a second-step merger in which Mobius would be merged with Intelligroup and each of Intelligroup ‘s outstanding shares would be converted into the right to receive the same price paid in the Tender Offer (collectively, the ‘Transaction’). On June 17, 2010, the first of the Actions was filed in the Superior Court of the State ofNew Jersey, Chancery Division, Mercer County, against Intelligroup, each member of Intelligroup’s board of directors (the ‘Board,’ and collectively with Intelligroup, the ”Intelligroup Defendants’), NTT DATA and Mobius (the ‘Mercer County Complaint’). On June 23, 2010, a second lawsuit was filed in the Court against Intelligroup and each member of the Board. On June 24, 2010, the Mercer County Complaint was re-filed in the Superior Court of the State of New Jersey, Chancery Division, Middlesex County. In each of the Actions, the complaint alleged that the Defendants breached their fiduciary duties and/or aided and abetted the breach of fiduciary duties owed to Intelligroup’s shareholders in connection with the Transaction. On June 21, 2010, NTT DATA and Mobius filed a Schedule TO with the Securities and Exchange Commission (the ·’SEC’), commencing the Tender Offer. On June 21, 2010, Intelligroup filed a Schedule 14D-9 with the SEC, in which it announced that the Board unanimously supported the Tender Offer and recommended that Intelligroup shareholders tender their shares in the Tender Offer. On June 25, 2010, Plaintiff Armen Torossian filed a Motion for Expedited Proceedings due to the expiration of the Tender Offer on July 19, 2010. On June 25, 2010, all the Intelligroup Defendants agreed to expedited proceedings in which the Intelligroup Defendants would produce documents starting on June 29, 2010 and three depositions (on double-track) would be held on July 6, 2010 and July 7, 2010. On June 29 and June 30, 2010, the Intelligroup Defendants produced over seventeen hundred pages of documents. On June 30, 2010, Plaintiff Armen Torossian contacted the Court to schedule a July 16, 2010 hearing date for argument on an order to show cause to eftioin the Transaction. On July I, 2010, Plaintiffs jointly moved for an Order consolidating the Actions and any related actions, and appointing their counsel, Rigrodsky & Long, P.A. and Levi & Korsinsky, LLP as Co-Lead Counsel, and Trujillo Rodriguez & Richards, LLC as Liaison Counsel. On July 1, 2010, Plaintiffs hired a financial expert to review the financial analysis that formed the basis of the fairness opinion by Credit Suisse Securities LLC for the Transaction. Counsel for Plaintiffs and Defendants in the Actions engaged in arm’s-length settlement negotiations concerning settlement of the Actions, and on July 6, 2010, the Parties reached an agreement to settle on the terms described herein, subject to the negotiation and execution of a written settlement agreement and Court approval. Intelligroup caused certain supplemental disclosures, covering the topics contained in Exhibit B hereto, to be included in an amendment to the Schedule l4D-9 filed with the SEC on July 7, 2010 (the ‘Additional Disclosures’). On July 20, 2010, the Transaction was consummated. On October 8, 2010, the Court entered orders administratively dismissing the Gorur and Torossian Actions without prejudice.’