Japan’s NTT Data Buys PE-Backed Keane

Japanese IT services company NTT Data will acquire Keane International, a Boston-based company owned by Citigroup Venture Capital International Technology Holdings. Financial terms of the deal were not released. Under the terms of the deal, Keane will merge with an NTT subsidiary and will become wholly owned by NTT.

PRESS RELEASE
NTT DATA CORPORATION, the Japanese-based leading IT services company (“NTT DATA”, TSE: 9613), and Keane, Inc., a US-based IT services firm (“Keane”), today announced that NTT DATA and Keane’s parent company, Keane International, Inc. (“Keane International”), have entered into a definitive merger agreement under which Knight Subsidiary Corporation, a wholly-owned subsidiary of NTT DATA, will merge with Keane International resulting in Keane becoming a wholly-owned subsidiary of NTT DATA. The transaction is subject to customary closing conditions and regulatory compliance approvals. Keane International is majority owned by Citigroup Venture Capital International Technology Holdings LCC (“CVCI”). Terms of the deal were not disclosed.

Commenting on the transaction, Bob Khanna, Managing Director of CVCI and Keane International Board member, said, “We are pleased with the transaction and the vital role Keane will play in increasing NTT DATA’s global footprint. Equally, NTT DATA’s brand, resources and capabilities will add value to Keane’s clients and create opportunities for our people.”

Continuing to be headquartered in Boston, Keane provides a broad range of IT services related to custom application development and management, enterprise application services, infrastructure solutions, and business process outsourcing to respected companies and government agencies in the United States as well as public and private sector clients in Europe and Asia Pacific. It also has significant global delivery capabilities with solutions centers throughout India and Canada that provide clients a cost-effective mix of skilled resources that are deployed to deliver seamless end-to-end solutions.

The transaction is part of NTT DATA’s strategy to accelerate its globalization and boost its global portfolio and overseas presence. Through this transaction, NTT DATA will deepen its industry expertise, gain access to U.S. Blue Chip clients, as well as acquire new relationships in the UK and Australia. NTT DATA will also gain enhanced operational know-how regarding global delivery, which will support its IT services business and enable the provision of vertically-focused IT solutions in the U.S. and abroad.

“This transaction with Keane will allow us to provide comprehensive IT services including system development and management of mission critical systems in North America,” stated Toru Yamashita, president and chief executive officer of NTT DATA. “Keane has a superior reputation in the area of application and infrastructure services, as well as deep industry expertise. I believe that this, combined with their unique global delivery model and our global scale, offers more cost-effective and higher value solutions to our customers.”

For Keane, the transaction makes the company part of one of the largest global IT service providers and will provide access to NTT DATA’s European and Asian businesses, which will make it possible for Keane to support its customers on an even more global basis. It also creates new opportunities for Keane to offer expanded services and capabilities in the enterprise applications space leveraging NTT DATA’s already strong global SAP presence.

“Keane’s uniqueness since its integration with Caritor has been its exceptional delivery and personalized service through a global presence ” stated Mani Subramanian, chairman of Keane International. “Becoming part of a globally known player like NTT DATA is a natural evolution, helping our clients with an even wider global presence and stronger technical infrastructure backing.”

John McCain, president and chief executive officer for Keane, added, “Keane fully intends to capitalize on the size and scale of NTT DATA through not only serving our existing customers better with expanded infrastructure and enterprise application offerings, but also being able to compete and participate in larger, more significant deals with our customers and prospects given our global reach.”

The transaction is expected to close in December, 2010, subject to approvals.

Mitsubishi UFJ Morgan Stanley Securities Co. is acting as the financial advisor, and Morrison & Foerster LLP is acting as legal counsel to NTT DATA on this transaction. Keane was advised by Citigroup, as financial advisor, and Cleary Gottlieb Steen & Hamilton, as legal counsel.

About Keane

Keane is an IT services firm headquartered in the US with more than 12 500 professionals worldwide. For 45 years, Keane has been an Application Services specialist with distinguished project management credentials. Today, we offer a flagship suite of Application Services, as well as Infrastructure and Business Process Outsourcing solutions delivered through onsite, nearshore, and offshore resources.

Visit www.keane.com to learn how our projects, managed services, and outsourcing engagements deliver value for a range of businesses and government agencies.

About NTT DATA CORPORATION

NTT DATA is a quoted subsidiary of Nippon Telegraph and Telephone Corporation (“NTT”). It offers a broad range of IT services including consulting, systems integration and IT outsourcing. NTT DATA recorded total revenues of approx. JPY 1.1 trillion (USD 13.7 billion) for the year ended March 31, 2010, and has more than 36,173 employees as of June 30th. NTT DATA has taken various steps to develop its business on a global scale.

For further information please visit: http://www.nttdata.co.jp/en/index.html

Forward Looking Statements

This announcement contains forward-looking statements that involve significant risks and uncertainties. All statements that are not historical facts are forward-looking statements, including: statements that are preceded by, followed by, or that include the words “believes,” “anticipates,” “expects,” “could,” “should,” or similar expressions; statements regarding the anticipated timing of filings and approvals relating to the transaction; statements regarding the expected timing of the completion of the transaction; statements regarding the ability to complete the transaction considering the various closing conditions; and any statements of assumptions underlying any of the foregoing. All estimated or anticipated future results, product performance or other non-historical facts are forward-looking and reflect NTT DATA’s current perspective on existing trends and information. Investors and security holders are cautioned not to place undue reliance on these forward-looking statements. Actual results could differ materially from those currently anticipated due to a number of risks and uncertainties that are subject to change based on factors that are, in many instances, beyond NTT DATA’s control.

Photos/Multimedia Gallery Available: http://www.businesswire.com/cgi-bin/mmg.cgi?eid=6489310〈=en

Keane, Inc. | Tara Jantzen, +1-312-305-1771 | or | NTT DATA CORPORATION | Public | Relations | webmaster@nttdata.co.jp | or | Racepoint Group | Dana Gulick, | +1-781-487-4600 | keane@racepointgroup.com | SOURCE: Keane, Inc.