INTELLIGROUP INC 4
4 · INTELLIGROUP INC · Filed Jul 22, 2010
Insider Transaction Report
Form 4
INTELLIGROUP INCITIG
SB Asia Infrastructure Fund L.P.
10% Owner
Transactions
- Disposition from Tender
Common Stock, $0.01 par value per share
2010-07-20$4.65/sh−15,098,038$70,205,877→ 0 total - Disposition from Tender
Common Stock, $0.01 par value per share
2010-07-20$4.65/sh−11,023,694$51,260,177→ 0 total(indirect: See footnote)
Footnotes (3)
- [F1]Pursuant to the Agreement and Plan of Merger by and among NTT Data Corporation ("Parent"), Mobius Subsidiary Corporation ("Purchaser") and Intelligroup, Inc. (the "Company") dated as of June 14, 2010 (the "Merger Agreement"), on July 20, 2010, the Purchaser purchased all of the issued and outstanding shares of common stock, par value $0.01 per share, of the Company (the "Shares"), that were validly tendered and not withdrawn at a purchase price of $4.65 per Share, net to the seller in cash.
- [F2]Power is exercised by the sole general partner of SB Asia Infrastructure Fund L.P. ("SAIF"), SB Asia Pacific Partners, L.P.
- [F3]As a result of certain purchase agreements by and among the Company, SAIF and Venture Tech Assets Ltd. ("Venture Tech") entered into in 2004 and 2006 (the "Purchase Agreements"), SAIF may have been deemed a group with Venture Tech within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and as a result, to have had beneficial ownership of the Shares beneficially owned by Venture Tech. SAIF disclaims such beneficial ownership. The Purchase Agreements were terminated effective as of the date of Purchaser's acceptance of the Shares for payment pursuant to the Offer (as defined in the Merger Agreement).