Transaction Valuation* | Amount of Filing Fee** | |||||
$ | 203,714,440.05 |
$ | 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 (the “Company”), 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. |
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. |
Item 11. | Additional Information |
Item 12. | Exhibits |
(a)(5)(D) Memorandum of Understanding dated July 6, 2010. |
Date: July 7, 2010 | NTT DATA CORPORATION |
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By: | /s/ Kazuhiro Nishihata | |||
Name: | Kazuhiro Nishihata | |||
Title: | Senior Vice President | |||
MOBIUS SUBSIDIARY CORPORATION |
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By: | /s/ Koji Miyajima | |||
Name: | Koji Miyajima | |||
Title: | President & CEO |
(a)(1)(A) | Offer to Purchase dated as of June 21, 2010.* |
|
(a)(1)(B) | Form of Letter of Transmittal.* |
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(a)(1)(C) | Form of Notice of Guaranteed Delivery.* |
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(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. |
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(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).* |
*Previously filed with Schedule TO. |