On Friday, Ness Technologies, Inc., the Teaneck, N.J.-based technology service provider, announced that it had agreed to be acquired by an affiliate of Citigroup Inc.’s venture capital (Citi Venture Capital International) arm for $307 million in cash. Ness shareholders will receive $7.75 per share, representing a 17.6% premium over its closing stock last Thursday, June 9.
Now the company’s board is being investigated by at least five law firms for possible breach of fiduciary duty. Among the attorneys reported to be looking at the acquisition are Jonathan M. Stein, P.L.; The Briscoe Law Firm,PLLC; Kendall Law Group, LLP; and Goldfarb Branham, LLP.
In a release, the law firm Levi & Korsinsky,LLPsaid its investigation concerns whether the Ness board of directors breached its fiduciary duties by filing to adequately “shop” Ness before entering into this transaction and whether CVCI is underpaying for the company’s shares. The lawyers say the book value of Ness shares for the last quarter was $9.34 per share.
Zachs Equity Research analysts discussed the acquisition on the company’s blog, saying “The deal is a strategic fit for Ness Technologies as it can continue to grow by strengthening its partnership with Citi Venture Capital International and thereby provide more value for its stockholders. Increasing its investment in Ness also offers Citi Venture Capital International a prospect to boost its business.”
Ness recently presented at the Cowen and Company’s Technology Media & Telecom Conference. At that time there seemed to be no indication that the company was up for sale. A Ness spokesperson recently said the company has 360 employees in the U.S. and 6,900 world-wide. The company would not say how many of those were in New Jersey.