Rigrodsky & Long, P.A. Investigates Ness Technologies, Inc. Buyout for Shareholders

Rigrodsky & Long, P.A. announces that it is investigating potential claims against the board of directors of Ness Technologies, Inc. (“Ness” or the “Company”) (Nasdaq: NSTC) concerning possible breaches of fiduciary duty and other violations of law related to the Company’s entry into an agreement to be acquired and taken private by an affiliate of Citi Venture Capital International (“CVCI”) in a transaction valued at approximately $307 million.

Under the proposed agreement, Ness stockholders will receive $7.75 per share in cash for each share of Ness common stock they hold.

The investigation concerns whether Ness’ board of directors adequately shopped the Company to obtain the best price possible for Ness’ shareholders before entering into the agreement with CVCI.  Indeed, according to Yahoo! Finance, at least one analyst has set a price target of $8.00 per share for Ness stock.

As recent as May 4, 2011, Ness issued their first quarter 2011 financial results wherein the Company announced continued profitability and the highest operating margins in ten quarters.  Specifically, (a) revenues were up 3% year-over-year, (b) operating income was up 186% year-over-year, and (c) net income from continuing operations was up 497% year-over-year.  Ness President and CEO, Sachi Gerlitz, commented: “We had a good first quarter and I am very proud of the continued operating margin expansion we delivered. Our steady progress improving operating margins is a direct result of record first quarter results in Israel as well as ongoing improvement in Central and Eastern Europe[.]…We are making excellent headway on the strategic integration of our business units into one global entity, as manifested by our recent landmark contract with Barclays Capital. We are confident about the year ahead, and look forward to further improvements in our results.”  Moreover, Ness Executive Vice President and CFO, stated: “We are continuing to reap the benefits from the optimization of our operations as well as our improvement in billable utilization[.]…This is evident in our margin expansion, improved earnings and strong first quarter operating cash flows. Our balance sheet is strong, and we remain in our comfort zone regarding liquidity.”

If you own the common stock of Ness and purchased your shares before June 10, 2011, if you have information or would like to learn more about these claims, or if you wish to discuss these matters or have any questions concerning this announcement or your rights or interests with respect to these matters, please contact Seth D. Rigrodsky, Esquire or Noah R. Wortman, Case Development Director, of Rigrodsky & Long, P.A., 919 N. Market Street, Suite 980, Wilmington, Delaware, or by telephone at (888) 969-4242.

Rigrodsky & Long, P.A., with offices in Wilmington, Delaware and Garden City, New York, regularly litigates securities class, derivative and direct actions, shareholder rights litigation and corporate governance litigation, including claims for breach of fiduciary duty and proxy violations in the Delaware Court of Chancery and in state and federal courts throughout the United States.

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