Introductory Note.
This Amendment No. 4 to Schedule 13D (this “Amendment No. 4”) amends and supplements the statement on Schedule 13D originally filed on March 28, 2008, as amended by Amendment No. 1, filed on September 11, 2009, Amendment No. 2, filed on September 21, 2009, and Amendment No. 3, filed on June 10, 2011 (the “Schedule 13D” and, as further amended by this Amendment No. 4, the “Statement”), with respect to the shares (the “Shares”) of common stock, $0.01 par value (the “Former Common Stock”), of Ness Technologies, Inc., a Delaware corporation (“Ness”). The principal executive office of Ness is located at Atidium High-Tech Industrial Park Building 4, Tel Aviv 61580, Israel. Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D.
Item 2. Identity and Background.
The response set forth in Item 2 of the Schedule 13D is hereby amended and supplemented by replacing the first paragraph thereof and adding the following:
This Statement is being filed by Jersey Holding Corporation (“Parent”), CVCIGP II Jersey Investment L.P. (“CVCIGP II Jersey”), Citigroup Venture Capital International Investment G.P. Limited (“CVCI GP”), Citigroup Venture Capital International Delaware Corporation (“CVCID”), Citicorp International Finance Corporation (“CIFC”), Citicorp Banking Corporation (“CBC”) and Citigroup Inc. (“Citigroup” and together with Parent, CVCIGP II Jersey, CVCI GP, CVCID, CIFC and CBC, collectively, the “Reporting Persons”).
Parent, a Delaware corporation, is principally engaged in the business of investing in equity interests of Ness. The principal business address of Parent is 399 Park Avenue, 7
th
Floor, New York, New York 10022.
Item 3. Source and Amount of Funds or Other Consideration.
The response set forth in Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following:
The total consideration paid in connection with the Merger was approximately $278 million, which was funded with a combination of equity financing from affiliates of the Reporting Persons and the debt financing arrangements described below. In connection with the Merger, on October 11, 2011, Ness entered into a credit agreement (the “U.S. Facility Agreement”) by and among Ness USA, Inc. (“Ness USA”, a Pennsylvania corporation and a wholly-owned subsidiary of Ness), as borrower, CVCIGP II JHC Sub S.à r.l. (“Lux Holdco”, a Luxembourg corporation which wholly-owns Parent), Parent and Ness, each as a guarantor, and Bank Hapoalim B.M., as security trustee, facility agent and lender. In addition, on October 11, 2011, Ness entered into a credit agreement (the “Israeli Facility Agreement” and, together with the U.S. Facility Agreement, the “Facility Agreements”), by and among Lux Holdco, as interim borrower, Ness Technologies (East) B.V. (a Dutch corporation and an indirect wholly-owned subsidiary of Ness), Ness Europe B.V. (a Dutch corporation and a direct wholly-owned subsidiary of Ness) and Ness A.T. Ltd. (an Israeli corporation and a direct wholly-owned subsidiary of Ness), as borrowers (together with the interim borrower and Ness USA, the “Facility Borrowers”), Lux Holdco, Parent, Ness USA, Ness, Ness Technologies Israel Ltd. and Ness Technologies Holdings Ltd., each as a guarantor, and Bank Hapoalim B.M., as security trustee, facility agent and lender. For additional detail regarding the Facility Agreements, see Item 1.01 of Ness’s Current Report on Form 8-K filed with the SEC on the date hereof, which is incorporated herein by reference.
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Item 4.
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Purpose of the Transaction.
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The response set forth in Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:
On June 10, 2011, Ness, Parent and Jersey Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”) entered into an Agreement and Plan of Merger (the “Merger Agreement”). On August 30, 2011, the Merger Agreement was approved and adopted by the vote of the stockholders of Ness. On October 11, 2011, pursuant to the Merger Agreement, and upon the terms and conditions thereof, Merger Sub merged with and into Ness (the “Merger”), with Ness continuing as the surviving corporation and a wholly-owned subsidiary of Parent (the “Surviving Corporation”).
Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of Former Common Stock outstanding immediately prior to the Effective Time (other than shares owned by Parent, Merger Sub and Ness or any of their respective subsidiaries or shares owned by stockholders who have perfected and not withdrawn a demand for appraisal rights under Delaware law) was converted into the right to receive $7.75 per share (the “Merger Consideration”) in cash, without interest. As a result of the Merger, the Surviving Corporation no longer has outstanding securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Prior to the Effective Time of the Merger, CVCIGP II Jersey caused to be contributed to Parent 3,657,667 shares of Common Stock of Ness held by CVCIGP II Jersey. At the Effective Time, all such shares of Common Stock contributed to Parent by CVCIGP II Jersey, by virtue of the Merger and without any action on the part of any of the Reporting Persons, were cancelled, retired and ceased to exist, and no consideration was delivered in exchange therefor.
As a result of the Merger, Parent owns all 100 of the issued and outstanding shares of common stock, $0.01 par value, of the Surviving Corporation (the “Private Stock”) and the Surviving Corporation is a wholly-owned subsidiary of Parent. The Private Stock is not registered under Section 12 of the Exchange Act.
As a result of these transactions, the Reporting Persons no longer beneficially own any shares of Former Common Stock.
Item 5. Interest in Securities of the Issuer
The provisions of Item 4 that are added pursuant to this Amendment No. 4 are hereby incorporated by reference into this Item 5. Item 5 of the Schedule 13D is hereby amended by replacing sections (a) – (c) with the following:
(a) As a result of the consummation of the Merger, the Reporting Persons no longer beneficially own any shares of Former Common Stock.
(b) As a result of the consummation of the Merger, the Reporting Persons no longer beneficially own any shares of Former Common Stock. As such, the Reporting Persons no longer have any voting or dispositive power over any shares of Former Common Stock.
(c) Other than the transactions described herein, to the knowledge of the Reporting Persons, none of the Reporting Persons has effected any transactions in the Former Common Stock during the past 60 days.
(e) As a result of the consummation of the Merger, the Reporting Persons ceased to be the beneficial owners of more than five percent of the outstanding Former Common Stock.