SITEL Announces Amendment to Merger Agreement with ClientLogic Corporation, Increasing Stockholders' Price Per Share to $4.25 in
11 12์ 2006 - 8:51PM
Business Wire
SITEL Corporation (๏ฟฝSITEL๏ฟฝ) (NYSE: SWW) and ClientLogic Corporation
(๏ฟฝClientLogic๏ฟฝ), both leading global business process outsourcing
providers, announced today that they had entered into an amendment
to the previously announced Agreement and Plan of Merger among
SITEL, ClientLogic and Stagecoach Acquisition Corporation, dated
October 12, 2006 (the ๏ฟฝMerger Agreement๏ฟฝ). Under the terms of the
amendment, SITEL stockholders will receive $4.25 in cash for each
outstanding share of common stock of SITEL held, which represents
an increase of $0.20 per share in cash from the price of $4.05 per
share in cash previously agreed with ClientLogic. The Board of
Directors of SITEL has unanimously approved the amendment to the
Merger Agreement. The transaction is expected to be completed in
the first quarter of 2007 and remains subject to customary closing
conditions, including the approval of SITEL๏ฟฝs stockholders. On
Wednesday, December 6, prior to SITEL entering into the amendment
with ClientLogic, The Gores Group, LLC and The Calgary Group, LLC
and Jefferies Capital Partners IV LLC (๏ฟฝGores/Calgary/Jefferies๏ฟฝ)
revised their previously announced proposal to acquire all of the
outstanding shares of common stock of SITEL to lower the proposed
price of $4.50 to $4.25 per share in cash. The amendment with
ClientLogic required SITEL to terminate the existing discussions
with Gores/Calgary/Jefferies although it continues to permit SITEL
to respond to additional proposals from third parties in the event
the Board of Directors of SITEL determines in good faith after
considering advice from its outside advisors that failure to do so
would be inconsistent with its fiduciary obligations. In additon,
the amendment increases the expense reimbursement portion of the
amount payable by SITEL upon termination of the Merger Agreement in
circumstances involving an alternative acquisition proposal by $1
million. In connection with the proposed merger with ClientLogic,
SITEL has set January 12, 2007 as the date of its 2006 Annual
Meeting of Stockholders at which SITEL will seek, among other
things, stockholder approval of the Merger Agreement, as amended,
and the transactions contemplated thereby. Holders of record of
SITEL common stock as of 5:00 p.m., New York time, on December 5,
2006 (the ๏ฟฝRecord Date๏ฟฝ) will be entitled to vote at the meeting.
The meeting will be held at the Marriott Regency hotel, 10220
Regency Circle, in Omaha, Nebraska. The meeting will begin at 1:00
p.m., local time, on January 12th. The definitive proxy statement
and related materials will be mailed on or about December 13, 2006
to stockholders of record on the Record Date. The $4.25 to be paid
in cash in the merger for each SITEL share represents an
approximate 37.5% premium over the volume-weighted average closing
price of SITEL common stock on the New York Stock Exchange for the
thirty days prior to the public announcement of the execution and
delivery of the Merger Agreement. About ClientLogic Corporation
ClientLogic is a leading global business process outsourcing (BPO)
provider in the customer care and back office processing
industries. ClientLogic๏ฟฝs global footprint spans 49 facilities in
13 countries throughout North America, Europe, Africa, Central
America and Asia. ClientLogic's consistent service quality across
channels, media and countries helps clients improve their return on
customer investment by reducing service cost, improving customer
retention and increasing revenue per customer. ClientLogic๏ฟฝs
industry-leading clients include Sony Corporation, DIRECTV, ABN
AMRO, TiVo, British Telecom (BT), National Geographic Television,
LTU, Neuf Telecom and United Online (Juno/NetZero). A portfolio
company of Canadian diversified company Onex Corporation,
ClientLogic is among the top five global customer care providers,
managing more than half a million customer interactions each day of
the year. For more information, please visit
http://www.clientlogic.com. About SITEL Corporation SITEL is a
leading global provider of outsourced customer support services. On
behalf of many of the world's leading organizations, SITEL designs
and improves customer contact models across its clients' customer
acquisition, retention, and development cycles. SITEL manages
approximately two million customer interactions per day via the
telephone, e-mail, Internet, and traditional mail. SITEL has over
42,000 employees in 101 global contact centers located in 26
countries. SITEL is a leader in the contact center industry. Please
visit SITEL๏ฟฝs website at www.sitel.com for further information.
Additional Information and Where to Find It Today SITEL filed a
definitive proxy statement with the Securities and Exchange
Commission (SEC) in connection with the proposed merger. WE URGE
STOCKHOLDERS TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT
DOCUMENTS TO BE FILED WITH THE SEC IN THEIR ENTIRETY, BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION RELATING TO THE PROPOSED
TRANSACTION. Stockholders may obtain a free copy of the definitive
proxy statement and other documents at the SEC's website,
www.sec.gov or from SITEL by directing such request to SITEL,
Attention: Bill Sims, Vice President, Investor Relations, 7277
World Communications Drive, Omaha, NE 68122. Telephone: (402)
963-6444. This communication shall not constitute an offer to sell
or the solicitation of an offer to buy securities, nor shall there
be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such jurisdiction.
Cautionary Statement Regarding Forward-Looking Statements This news
release contains forward-looking statements that are intended to be
covered by the safe harbor for "forward-looking statements"
provided by the Private Securities Litigation Reform Act of 1995.
These include statements as to the proposed merger transaction with
ClientLogic and the newly-received proposal. Other forward-looking
statements may be identified by the use of the words ๏ฟฝexpects,๏ฟฝ
๏ฟฝwill๏ฟฝ and similar expressions. These forward-looking statements
speak only as of the date the statement is made and SITEL assumes
no obligation to update such statements. Although SITEL believes
that the expectations reflected in such forward-looking statements
are reasonable, there can be no assurance that such expectations
will prove to be correct. Because forward-looking statements
involve risks and uncertainties, future events and actual results
could differ materially from those set forth in, contemplated by or
underlying the forward-looking statements. Important factors that
could cause actual results to differ materially from SITEL๏ฟฝs
expectations may include, but are not limited to the following,
many of which are outside its control: the risk that any
integration planned for the businesses of SITEL and ClientLogic
following the merger will not be concluded successfully or will be
more difficult, time-consuming or costly than expected; expected
revenue synergies and cost savings from the merger with ClientLogic
may not be fully realized or realized within the expected time
frame; revenues following the merger with ClientLogic may be lower
than expected; client and employee relationships and business
operations may be disrupted by the merger with ClientLogic; the
ability to achieve required closing conditions including antitrust
clearances and shareholder approval; credit market conditions; and
legislative and regulatory changes. SITEL๏ฟฝs Form 10-K, 10-Q and 8-K
reports filed with the SEC describe other important factors that
may impact SITEL๏ฟฝs business, results of operation and financial
condition and cause actual results to differ materially from those
set forth in, contemplated by or underlying the forward-looking
statements. Participants in the Solicitation The Company and its
directors and executive officers and other members of management
and employees are participants in the solicitation of proxies from
the stockholders of the Company in connection with the previously
announced proposed merger between SITEL and ClientLogic.
Information about the Company๏ฟฝs directors and executive officers is
set forth in the Company๏ฟฝs proxy statements and annual reports on
Form 10-K, previously filed with the SEC, and the proxy statement
relating to the proposed transaction.
Sitel (NYSE:SWW)
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