An investor in Ness Technologies, Inc. (NASDAQ NSTC) filed a lawsuit in State Court in effort to block to proposed buyout of Ness Technologies by Citi Venture Capital International.
According to the complaint the plaintiff alleges that the defendants breached their fiduciary duties arising from the attempt to sell Ness Technologies too cheaply via an unfair process to Citi Venture Capital International.

On June 10, 2011 Ness Technologies Inc. announced that it has entered into a merger agreement under which an affiliate of Citi Venture Capital International will acquire Ness Technologies, Inc in an all-cash transaction valued at approximately $307 million. Under the terms of the proposed transaction, Ness Technologies (NSTC) stockholders will receive $7.75 per share in cash for each share of common stock they hold. Ness Technologies said the offer represents a premium of 17.6% over the closing price of the company's shares on the Nasdaq Global Select Market on June 9, 2011, the last trading day prior to today's announcement, or 22.2% over the average closing price of the company's shares over the 30 trading days prior to June 10, 2011.

However, the plaintiff alleges that the offer undervalues Ness Technologies’ shares. In fact, at least one analyst has set a price target of $8.00 per share for Ness Technologies (NSTC) stock.

Additionally the plaintiff alleges the deal that fails to account for the company’s future earnings and growth potential. In fact, Ness Technologies performance has been increasing. Ness Technologies 12months Total Revenue went from $511.95million in 2009 to $571.79million in 2010. While in 2009 Ness Technologies had to report a Net Loss of $10million it was able to report a Net Income of $8.41million for 2010.