- Filing of certain prospectuses and communications in connection with business combination transactions (425)
January 28 2010 - 12:14PM
Edgar (US Regulatory)
Filed by Sykes Enterprises, Incorporated
Pursuant to Rule 425
Under the Securities Act of 1933
Subject Company: ICT Group, Inc.
Commission File No.: 333-162729
The following material was distributed by Sykes Enterprises, Incorporated and ICT Group, Inc. to
employees of Sykes Enterprises, Incorporated and ICT Group, Inc. on January 28, 2010.
Together...Working Toward Our Future
In this fourth installment of the
Together
communications series, we will discuss Operational
Excellence. But before we begin this discussion of excellence, wed like to take this opportunity
to provide an update on the proposed merger. As previously announced, the date of the ICT Group
shareholders meeting has been set for February 2, 2010. Subject to the approval of the transaction
by the ICT Group shareholders and the satisfaction of other customary closing conditions, the
transaction is expected to be effective as of 11:59 p.m. on February 2, 2010. We realize many of
you will have questions regarding the completion of the transaction, and so to help answer those
questions, we are preparing a Welcome Kit that will contain information regarding the new combined
company including an overview of changes, FAQs and much more. This informative communication will
be distributed via email internally to employees with email access promptly following the closing
of the proposed merger. Plans are also in development to make sure that materials in the Welcome
Kit are accessible to those employees without access to email at work.
Together...Continuously Seeking Operational Excellence
A continuous quest for Operational Excellence not only assures quality service for our respective
clients customers every day, but challenges each of us to use our best service today as a baseline
to better the service we provide tomorrow. Focusing on Operational Excellence is how ICT Group and
SYKES have always done business, and it will remain the way the new combined company does business.
So, how will we achieve Operational Excellence? We will have the right people, at the right
place, at the right time, doing the right things with quality.
The Right People...
The business of customer service is a people-intensive business. So, hiring people with the right
skills, experience and talents to succeed in a customer care environment is essential. After
completion of the merger, the new combined company will continue to apply the recruitment and
placement best practices both ICT Group and SYKES have developed through the years. This will help
us continue to achieve the level of quality service our respective clients expect and their
customers demand.
... At the Right Place...
After hiring the right people, it is important to put them in the right place, matching their
skills and experience to the account needs. This helps employees provide a service quality of
which they can be proud, which leads to employee satisfaction as well as client satisfaction and
customer loyalty to our clients brand. After the merger, the new combined company will continue
to leverage the sciences developed by both ICT Group and SYKES to match employee skill-sets to
client and customer needs.
...At the Right Time...
These days, life moves at the speed of light. With busy schedules and many obligations, customers
need the help they need at the time they need it. At the same time, the employees who provide that
help have lives of their own. Quality service demands successful agent scheduling found at the
intersection of call times and agent schedule needs. After the merger, the new combined company
will remain committed to trying to accommodate agent schedules while at the same time being there
for its clients customers when they need help the most.
...Doing the Right Things.
Once we have the right people, at the right place, at the right time, we must make sure we are
doing the right things. It is important to make sure agents have the tools they need to be
successful and help the customer on the other end of the line. While the agents skills,
experience and talents are a great start to providing helpful service, training and resources are
critical to helping each agent provide the excellent service we promise to our customers. After
the merger, the environment of the new combined company will continue to be what ICT Group
employees and SYKES employees have enjoyed all along. The company
will provide the tools our agents need, and let them have fun getting the job done. This makes the job of service not only
enjoyable, but rewarding as well.
And that is our definition of Operational Excellence. Having the right people, at the right place,
at the right time, doing the right things. It may seem simple, but putting it into practice on a
consistent basis is very complex. Not every company can succeed at Operational Excellence. But
both ICT Group and SYKES have focused their efforts on achieving Operational Excellence in the
past, and after completion of the merger, the new combined company will continue to do so as we
make our mark in the customer care industry...Together.
Additional Information
In connection with the proposed merger, SYKES has filed with the SEC a Registration Statement
on Form S-4 containing a definitive proxy statement of ICT that also constitutes a prospectus of
SYKES. ICT has mailed the definitive proxy statement/prospectus to its shareholders. SYKES and ICT
urge investors and security holders to read the definitive proxy statement/prospectus regarding the
proposed merger because it contains important information. You may obtain copies of all documents
filed with the Securities and Exchange Commission regarding this transaction, free of charge, at
the SECs website (www.sec.gov). You may also obtain these documents free from SYKES at
http://investor.SYKES.com/phoenix.zhtml?c=119541&p=irol-sec
,
or by contacting SYKES Investor Relations Department at 1-813-233-7143, or by contacting MBS Value Partners at
1-212-750-5800. You may also obtain these documents, free of charge, from ICT at
www.ictgroup.com
.
SYKES, ICT and their respective directors, executive officers and certain other members of
management and employees may be soliciting proxies from ICT shareholders in favor of the merger.
Information regarding the persons who may, under the rules of the SEC, be deemed participants in
the solicitation of the ICT shareholders in connection with the proposed merger are set forth in
the definitive proxy statement/prospectus that has been filed with the SEC. You can find
information about SYKES executive officers and directors in the
proxy statement for SYKES 2009
annual meeting of shareholders, filed with the SEC on April 22, 2009. You can find information
about ICTs executive officers and directors in the proxy statement for ICTs 2009 annual meeting
of shareholders, filed with the SEC on April 29, 2009. Free copies of these documents may be
obtained from SYKES and ICT as described above.
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