SC 14D9/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 6)

INTELLIGROUP, INC.

(Name of Subject Company)

INTELLIGROUP, INC.

(Name of Person Filing Statement)

COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

45816A106

(CUSIP Number of Class of Securities)

Vikram Gulati
President and Chief Executive Officer
Intelligroup, Inc.
5 Independence Way, Suite 220
Princeton, New Jersey 08540
(646) 810-7400
(Name, address and telephone number of person authorized to receive
notice and communications on behalf of the person filing statement)

Copies to:

Robert F. Kennedy, Esq.	Steven M. Skolnick, Esq.
Jones Day	Meredith Prithviraj, Esq.
222 East 41st Street	Lowenstein Sandler PC
New York, New York 10017	65 Livingston Avenue
(212) 326-3939	Roseland, New Jersey 07068
	(973) 597-2500

o Check the box if the filing relates to preliminary communications made before the commencement date of a tender offer.

Introduction

This Amendment No. 6 to Schedule 14D-9 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9”) originally filed with the U.S. Securities and Exchange Commission (the “SEC”) by Intelligroup, Inc., a New Jersey corporation (the “Company”), on June 21, 2010, as amended by Amendment No. 1 to the Schedule 14D-9 filed with the SEC by the Company on June 24, 2010, by Amendment No. 2 to the Schedule 14D-9 filed with the SEC by the Company on July 1, 2010, by Amendment No. 3 to the Schedule 14D-9 filed with the SEC by the Company on July 2, 2010, by Amendment No. 4 to the Schedule 14D-9 filed with the SEC by the Company on July 8, 2010, and by Amendment No. 5 to the Schedule 14D-9 filed with the SEC by the Company on July 8, 2010. Except as otherwise noted, the information set forth in the original Schedule 14D-9 remains unchanged. Capitalized terms used but not defined herein have the meaning ascribed to them in the Schedule 14D-9.

ITEM 8. ADDITIONAL INFORMATION

Item 8 of the Schedule 14D-9 is hereby amended by adding the following at the end of Item 8:

“Completion of Tender Offer

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 and the “short-form” merger provisions of the NJBCA described above in this Item 8 as soon as practicable, without any further action by or vote of the Company’s shareholders. Pursuant to the Merger Agreement, Purchaser will be merged with and into the Company, with the Company surviving as an indirect 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)(xiv) hereto and is incorporated herein by reference.”

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ITEM 9. EXHIBITS

Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following exhibit:

"(a)(5)(xiv) Press Release issued by Parent on July 20, 2010”

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

INTELLIGROUP, INC.
By:	/s/ Vikram Gulati
	Vikram Gulati
	President and Chief Executive Officer

Date: July 20, 2010

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EX-99.A.5.XIV

Exhibit (a)(5)(xiv)

NEWS RELEASE

NTT DATA CORPORATION Announces Successful Tender Offer

July 20, 2010 — NTT DATA CORPORATION (Tokyo Stock Exchange, First Section: 9613) (“NTT DATA”), the Japan-based leading IT services company, today announced the successful completion of the tender offer by its wholly owned subsidiary, Mobius Subsidiary Corporation (“Purchaser”), for all outstanding shares of Intelligroup, Inc. (OTC: ITIG) (“Intelligroup”) for US $4.65 per share.

The tender offer and withdrawal rights expired at 12:00 midnight, New York City time, on Monday, July 19, 2010. The depositary for the tender offer has advised NTT DATA that, as of the expiration of the tender 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 tender offer, representing approximately 96.6% of Intelligroup’s issued and outstanding shares. All validly tendered shares have been accepted for payment in accordance with the terms of the tender offer.

NTT DATA intends to complete the acquisition of Intelligroup through a “short-form” merger under New Jersey law, pursuant to which Intelligroup will become a subsidiary of NTT DATA. As a result of the merger, any shares of Intelligroup not tendered will automatically be cancelled and converted into the right to receive the same per share consideration that was paid in the tender offer.

MEDIA CONTACTS

NTT DATA
Public Relations:
Georgeson Inc.
Thomas Gardiner
tgardiner@georgeson.com
212-440-9872

NTT DATA Public Relations Department
webmaster@nttdata.co.jp

Investor Relations:
NTT DATA Investor Relations and Finance Office
stfsir@nttdata.co.jp

NOTES TO EDITORS

About NTT DATA CORPORATION

NTT DATA is a quoted subsidiary of Nippon Telegraph and Telephone Corporation (“NTT”). It offers a broad range of IT services including consulting, systems integration and IT outsourcing. NTT DATA posted total revenues of approx. JPY 1.1 trillion (USD 12.7 billion) for the year ended March 31, 2010, and has more than 34,500 employees. NTT DATA has taken various steps to develop its international business.

For further information please visit:
http://www.nttdata.co.jp/en/index.html

About Intelligroup, Inc.

Intelligroup is an enterprise applications systems integrator providing consulting, implementation, testing, application management, infrastructure management, and other IT services for global corporations. Intelligroup possesses deep expertise and proprietary tools in industry-specific enterprise solutions and has been recognized by clients, partners and IT industry analysts for consistently exceeding expectations. Intelligroup won a global 2009 SAP Pinnacle Award and is ranked as a ‘Leader’ on the 2010 Global Outsourcing 100® list by the International Association of Outsourcing Professionals (IAOP)®. Intelligroup’s global service delivery model combines onsite teams and offshore development capabilities to deliver solutions that accelerate results, reduce costs and generate meaningful ROI for clients.

For further information please visit:
http://www.intelligroup.com/

NOTE TO INVESTORS

This press release is neither an offer to purchase, nor a solicitation of an offer to sell, any securities. The tender offer to purchase shares of Intelligroup common stock was made only pursuant to a Tender Offer Statement on Schedule TO containing an offer to purchase, forms of letters of transmittal and other documents relating to the tender offer (the “Tender Offer Statement”), which Mobius Subsidiary Corporation, a wholly-owned subsidiary of NTT DATA, filed with the SEC and mailed to Intelligroup shareholders. At the time the tender offer was commenced, Intelligroup filed a Solicitation / Recommendation Statement with respect to the tender offer (the “Recommendation Statement”). Security holders of Intelligroup are advised to read the Tender Offer Statement and Recommendation Statement, because they contain important information about the tender offer. Investors and security holders of Intelligroup also are advised that they may obtain free copies of the Tender Offer Statement and other documents filed by Mobius Subsidiary Corporation with the SEC and the Recommendation Statement and other documents filed by Intelligroup on the SEC’s website at http://www.sec.gov.

FORWARD-LOOKING STATEMENTS

This announcement contains forward-looking statements that involve significant risks and uncertainties. All statements that are not historical facts are forward-looking statements, including: statements that are preceded by, followed by, or that include the words “believes,” “anticipates,” “expects,” “could,” “should,” or similar expressions; statements regarding the anticipated timing of filings and approvals relating to the transaction; statements regarding the expected timing of the completion of the transaction; statements regarding the ability to complete the transaction considering the various closing conditions; and any statements of assumptions underlying any of the foregoing. All estimated or anticipated future results, product performance or other non-historical facts are forward-looking and reflect NTT DATA’s and Intelligroup’s current perspectives on existing trends and information. Investors and security holders are cautioned not to place undue reliance on these forward-looking statements. Actual results could differ materially from those currently anticipated due to a number of risks and uncertainties that are subject to change based on factors that are, in many instances, beyond NTT DATA’s and Intelligroup’s control.