Ness Technologies Stockholders Approve Merger with Affiliate of CVCI

Ness Technologies, Inc. NSTC announced today that the company's stockholders voted to approve the company's proposed merger with an affiliate of Citi Venture Capital International, a global private equity investment fund. According to the final tally of shares voted, approximately 28,511,919 shares of Ness common stock voted for the approval of the proposal to adopt the merger agreement providing for the merger, representing approximately 75% of the shares of Ness common stock outstanding and eligible to vote as of July 18, 2011, the record date for voting at the special meeting. Under terms of the merger agreement, dated June 10, 2011, an affiliate of CVCI will acquire the company in an all-cash transaction and Ness stockholders will receive $7.75 per share in cash for each share of common stock they hold. At the same time, Ness will become a wholly owned subsidiary of an affiliate of CVCI and Ness common stock will cease to be listed on the Nasdaq Global Select Market and the Tel Aviv Stock Exchange. The transaction is subject to certain closing conditions, including antitrust regulatory approvals and other customary closing conditions, and is expected to be completed by the end of September 2011.