NetCracker Technology Corporation signed a definitive agreement to acquire information management business from Convergys Corporation (NYSE:CVG) for approximately $450 million in cash on March 22, 2012. The purchase price will be subject to an adjustment at closing for the estimated non-restricted cash and indebtedness of the IM Business at the time of closing, and for the change in the working capital of the IM Business between September 30, 2011 and closing, on the terms and subject to the limitations of the Purchase Agreement. A further adjustment may be made following the closing based on actual levels of non-restricted cash, indebtedness, and working capital at closing. NetCracker Technology will make offer of emplyment to every employee. The deal is subject to antitrust approval under the under the Hart-Scott-Rodino act, regulatory approval and other customary closing conditions. The deal was approved by the Board of both NetCracker Technology and Convergys. The transaction is expected to be completed by second quarter of 2012. David Handler, David St. Jean, David Neequaye, Ben Kjome, Madeline Lissner and Athena Katsampes of Centerview Partners LLC acted as financial advisor and Mark Gordon and DongJu Song of Wachtell, Lipton, Rosen & Katz acted as legal advisor for Convergys Corporation. Tomoyuki Ota, Antal Runneboom and Yuzo Otsuka of UBS Investment Bank, Americas acted as financial advisor for NetCracker Technology/Nec Corporation. Jim Crawford of Crawford acted as public relation advisor for Convergys Corporation. Theodore Paradise, Mork Murdock, Michael Davis, Avishai Shachar and Jeffrey P Crandall of Davis Polk & Wardwell LLP acted as legal advisor for NetCracker Technology Corporation. Gibson, Dunn & Crutcher LLP acted as legal advisor to Centerview Partners. Akila Agrawal of Amarchand & Mangaldas & Suresh A Shroff & Co acted as legal advisor in the transaction. NetCracker Technology Corporation completed the acquisition of information management business from Convergys Corporation (NYSE:CVG) on May 16, 2012.