UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
Solicitation/Recommendation Statement Under
Section 14(d)(4) of the Securities Exchange Act of 1934
SoundBite
Communications, Inc.
(Name of Subject Company)
SoundBite Communications, Inc.
(Name of Person Filing Statement)
Common stock,
$0.001 par value per share
(Title of Class of Securities)
836091108
(CUSIP Number of Class of Securities)
James A. Milton
President and Chief Executive Officer
S
OUND
B
ITE
C
OMMUNICATIONS
, I
NC
.
22 Crosby Drive
Bedford, Massachusetts 01730
(781) 897-2500
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
With a copy to
:
Mark L. Johnson, Esq.
K&L G
ATES
LLP
One Lincoln Street
Boston, Massachusetts 02111
(617) 261-3100
x
|
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
|
On May 28, 2013, TMCnet published the following online article, which includes an
interview with James Milton, President and Chief Executive Officer of SoundBite Communications, Inc. (SoundBite), and Dave Rennyson, Executive Vice President and General Manager, SaaS & Cloud, Genesys Telecommunications
Laboratories, Inc. (Genesys), regarding the proposed acquisition of SoundBite by Genesys pursuant to the Agreement and Plan of Merger, dated May 20, 2013, by and among SoundBite, Sonar Merger Sub Inc. and Genesys.
The tender offer in connection with the acquisition described in the below article has not yet been commenced. This article and the
description contained therein is neither an offer to purchase nor a solicitation of an offer to sell shares of SoundBite. At the time the tender offer is commenced, Genesys and its new wholly owned subsidiary, Sonar Merger Sub, intend to file a
Tender Offer Statement on Schedule TO containing an offer to purchase, a form of letter of transmittal and other documents relating to the tender offer, and SoundBite intends to file a Solicitation/Recommendation Statement on Schedule 14D-9 with
respect to the tender offer.
SOUNDBITE COMMUNICATIONS, INC. STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ THE TENDER
OFFER STATEMENT AND RELATED MATERIALS (INCLUDING THE OFFER TO PURCHASE AND LETTER OF TRANSMITTAL) AND THE RELATED SOLICITATION/RECOMMENDATION STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ PRIOR TO MAKING A DECISION
TO TENDER SHARES. Stockholders of SoundBite will be able to obtain a free copy of these documents (when they become available) and other documents filed by SoundBite and Genesys with the Securities and Exchange Commission (SEC) at the
website maintained by the SEC at www.sec.gov. In addition, stockholders will be able to obtain a free copy of the tender offer documents (when they become available) from the information agent to be named in the offer to purchase or from Genesys.
Forward-Looking Statement
Investors are cautioned that statements in the below article that are not strictly historical statements, including, without limitation, statements regarding expectations about the acquisition or future
business plans, prospective performance and opportunities and the ability to complete the transaction considering the various closing conditions, are forward-looking statements within the meaning of the federal securities laws and are subject to
risks, uncertainties and assumptions. These forward-looking statements may be identified by the use of words such as expect, anticipate, believe, estimate, potential, should or
similar words. The actual results of the transaction could vary materially as a result of a number of factors, including: uncertainties as to the timing of the tender offer and merger, uncertainties as to how many of SoundBites stockholders
will tender their stock in the tender offer; the possibility that competing tender offers will be made; the possibility that various closing conditions for the transaction may not be satisfied or waived, including that a governmental entity may
prohibit, delay or refuse to grant approval for the consummation of the transaction; the effects of disruption from the transaction making it more difficult to maintain relationships with employees, clients, other business partners or governmental
entities; other business effects, including the effects of industry, economic or political conditions outside of SoundBites control; transaction costs; actual or contingent liabilities; and other risks and uncertainties discussed in
SoundBites filings with the Securities and Exchange Commission, including the factors set forth in SoundBites most recent annual report on Form 10-K, the Tender Offer Statement on Schedule TO and other tender offer documents to be filed
by Genesys and Sonar, and the Solicitation/Recommendation Statement on Schedule 14D-9 to be filed by SoundBite. These forward-looking statements reflect SoundBites expectations as of the date of the article. SoundBite undertakes no obligation
to update the information provided therein.
Genesys and SoundBite Execs Explain the Deal
In late 2011 when Alcatel-Lucent decided to divest its Genesys contact center software and customer services solutions business to private equity firms,
there was a lot of speculation about the companys future. It included pundits skepticism as to whether customers would stay loyal and if the new owners would invest in organic and inorganic resources that could translate into
profitable growth and sustainable market leadership.
Genesys hit the ground running in 2012 and has not looked back. It has demonstrated that
the pundits and stakeholders need not have worried. The proof has been not just in the new capabilities brought to market since the change in ownership, but also in the acquisitions that have been made.
Assembling the puzzle pieces for the new Genesys
The first acquisition was the purchase in February of 2013 of Angela pioneer in providing cloud-based self-service contact center solutions. This was followed just a few days ago with the
announcement that Genesys is acquiring SoundBite Communications. The
Bedford, Massachusetts-based SoundBite is a cloud-based customer engagement solutions provider that is recognized for out-bound contact center solutions that focus on things like proactive
collections, payment, mobile marketing applications and helping enterprises with compliance issues.
Fans at the current professional
basketball and hockey playoffs are constantly exhorted to Make Some Noise! The moves by Genesys have done just that. There is a strategic vision at work that the new owners are committed to that has the industrys
attention.
The executive perspective
Curious about the strategy and its execution, I spoke with Dave Rennyson (who joined Genesys as part of the Angel acquisition), executive vice president and general manager, SaaS & Cloud, Genesys
and Jim Milton, president and CEO, SoundBite Communication.
Rennyson put all of the puzzle pieces together when he said, The goal was
and is the creation of the ability to holistically address not just the needs of enterprise contact centers but the entire customer services space. It is based on the common DNA of Genesys, Angel and SoundBite in providing highly scalable and
adaptable solutions. Genesys historically has been an innovator in handling contact center interaction traffic in creative ways. What Angel and SoundBite add is the ability to make workflows, problem solving and thus all aspects of the
customer experience simpler. This is not just on the agent side of things but as importantly for the customer, he added.
Rennyson further noted that the SoundBite acquisition was important because Outbound is different. Many of our customers are large enterprises and
their core business is not making volumes of phone calls. Marketing plans take a lot of planning and draw on a tremendous amount of business intelligence to be effective and that is what SoundBite provides. They enable large customers to solve the
challenges of increasing touches, increasing engagement, using analytics for better targeting and improving workflows to increase operational efficiencies and effectiveness.
This was a nice segue for Milton. He observed that, We are a best of breed multichannel proactive engagement company and are purely cloud-based company. When you put our capabilities together
with Genesys and Angel we have a unique position in what is in many cases a hybrid contact center world for large enterprises. He continued by saying that out-bound really is different and that its importance as part of providing not just
reactive but proactive customer care is increasingly being recognized by C-levels across the enterprise a vital to ensuring all customer experiences are compelling ones.
Milton went on to say that, Large customers such as banks and telephone companies that have massive outbound campaigns along with the tremendous and changing types of inbound interactions that
Genesys has pioneered handling, require sophisticated tools for automating and managing their campaigns. That is where we have years of experience with some of the largest enterprises in the world in key verticals. Our expertise in IVR and outbound
that leverages the scale and scope of the cloud enables us to address all deployment models.
Driving and moving the market
The combined Genesys, Angel and SoundBite company also believes that it is very well positioned to further help push the envelope
improving customer interaction experiences based on its ability to provide enterprises with what they call preference management capabilities. The company believes it can help drive this market by leveraging its ability to serve as
a repository for consumer preference information. This information is not only valuable to agents in providing inbound reactive customer care, but also on the outbound side where consumers will be able to tell entities they interact with frequently
the best ways and means and times to contact them.
In fact, this is a smart capability with as mentioned invaluable business
intelligence. It not only looks at stated behavior, but learns from observed behavior what works. As Milton said, We think this is a bit of a crown jewel.
The contact center and extended customer care markets are in the midst of fairly noticeable and potentially disruptive shifts. C-levels across enterprises are becoming more focused and fully engaged
on providing improved customer experiences to generate brand loyalty. They are also looking to leverage that loyalty and the wealth of intelligence about consumer behavior (including why people are less than satisfied) into competitive advantage.
They are starting to understand that being reactive is no longer sufficient, especially when it comes to having permission to literally continue the conversation.
It has been observed that the contact center is the front door to a companys value
chain. This is true from both the inbound and outbound perspectives. Enterprises, particularly large ones, are in most cases basically on the bottom of the on-ramp to the learning curve as to the benefits of handling customer experiences
holistically, and proactively. However, whether it is the explosion of C-level titles that contain the words customer experience or the investments that are being made in contact center capabilities, the trends seem clear. These
executives are also shortening their vendor lists. They are seeking trusted partners with comprehensive capabilities to help them in their transformations to being better aligned with customer needs in a rapidly changing and fickle world where the
competition is always just a click away.
There are a lot of moving parts, and Genesys is methodically and rather quickly putting them all
together. It is no wonder the recent acquisitions have made some noise.
Soundbite Communications, Inc. (MM) (NASDAQ:SDBT)
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