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Ness Technologies Completes Acquisition By CVCI

TEANECK, New Jersey, October 11, 2011 /PRNewswire/ --

Ness Technologies, Inc. (NASDAQ: NSTC and TASE: NSTC), a global provider of IT services and solutions, announced today the completion of its acquisition by an affiliate of Citi Venture Capital International (CVCI), a global private equity investment fund, in a transaction valued at approximately $307 million.  Under the terms of the merger agreement, Ness stockholders will receive $7.75 in cash for each share of common stock they hold.

As previously announced, the transaction was approved by Ness stockholders at a special meeting of stockholders held on August 30, 2011.  As a result of the transaction, Ness common stock will cease trading on, and will be delisted from, the Nasdaq Global Select Market and the Tel Aviv Stock Exchange.

"We are excited by the opportunity for Ness to grow and develop in partnership with CVCI, while continuing to provide superior solutions and services to our strong customer base," said Sachi Gerlitz, president and CEO, Ness Technologies.

Bob Khanna, CVCI's Managing Director, said, "We look forward to working with Ness management, employees and partners of all business units to build on Ness's outstanding reputation and deliver additional value to its customers through its global network."

Ness will remain headquartered in Tel Aviv, Israel, and Teaneck, New Jersey, and Ness's Chief Executive Officer and Chief Financial Officer are continuing in their current roles.

Jefferies & Company, Inc. acted as financial advisor to the Special Committee of the Board of Directors of Ness (the Special Committee).  Bank of America Merrill Lynch acted as financial advisor to the Board of Directors of Ness.  Olshan Grundman Frome Rosenzweig & Wolosky LLP acted as legal advisor to Ness, Ropes & Gray LLP acted as legal advisor to the Special Committee and Cleary Gottlieb Steen & Hamilton LLP acted as legal advisor to CVCI.

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