ClientLogic and SITEL (NYSE:SWW), both leading global business
process outsourcing providers, announced today that they have
entered into a definitive merger agreement. Under the terms of the
agreement, a newly formed subsidiary of ClientLogic will merge with
SITEL and pay $4.05 per share in cash for all of the outstanding
common stock of SITEL. The Board of Directors of each company has
unanimously approved the transaction. The transaction is expected
to be completed in the first quarter of 2007 and is subject to
customary closing conditions, including approval of SITEL�s
shareholders and regulatory clearances. SITEL�s Board of Directors
has recommended to SITEL�s shareholders that they vote in favor of
the transaction. Approximately 19.9% of the outstanding common
stock of SITEL is subject to voting agreements which require such
shares to be voted in favor of the merger. SITEL has agreed to pay
a termination fee to ClientLogic should the transaction not close
due to certain circumstances. ClientLogic will fund the transaction
with the proceeds of a committed loan facility. The transaction
values SITEL at approximately $450 million. Commenting on the
pending transaction, Jim Lynch, Chairman and CEO of SITEL
Corporation, said, �Our board and our financial advisor Citigroup
reviewed numerous opportunities while searching for strategic
alternatives that would create the greatest value for our
shareholders. Based on this review, it was clear to SITEL�s board
that the offer from ClientLogic represents the best alternative to
create significant shareholder value.� The $4.05 to be paid in cash
in the merger for each SITEL share represents a 33% premium to the
volume-weighted average SITEL share price for the 30-trading day
period ending October 11. The combined entity will continue to be
named ClientLogic Corporation, and will have approximately 65,000
employees across 28 countries. Dave Garner will�be Chief Executive
Officer of the combined entity. �Growing market demand for bigger,
more complex customer-care BPO solutions requires larger service
providers with increased geographic presence, capacity and service
capabilities�, said Dave Garner, President and CEO of ClientLogic.
�Our mission will be to deliver the BPO�industry's highest-quality
services, while providing our clients with the strategic insight,
scale and diversity of offerings to guarantee success.� The
combination of ClientLogic and SITEL will create a company with
revenue of over $1.7 billion, and one of the most diverse client
bases, service offerings, and geographic footprint in the industry.
The combined entity will offer clients world-class options for
on-shore, nearshore and offshore customer care solutions, in over
145 facilities throughout the Americas, EMEA and Asia Pacific.
Client benefits from the combined entity include: Proven experience
that will deliver better results � Clients of both companies will
benefit from the in-depth knowledge acquired through a combined
corporate heritage of over thirty years. The merged team will have
deep industry experience and expertise across many different
vertical markets, providing clients with strategic insight into
their business and how to best achieve measurable results. Expanded
capacity, geographic footprint and communications network will
offer greater flexibility and choice � With over 145 facilities in
28 countries and unparalleled routing capability, the combined
company will provide even more Right-Shore options to best serve
its clients� in-country and global service needs. Broadest
solutions offering in the customer care BPO industry, providing
measurable value to clients � The combined company will offer the
broadest array of customer care service including customer service,
technical support, sales and saves, outbound acquisition,
collections, professional services, technology solutions and
transaction processing. This more diversified service base will
allow the combined entity to offer greater value to current and
potential clients. Citigroup Global Capital Markets is acting as
financial advisor to SITEL and has provided a fairness opinion in
connection with the transaction. Davis Polk & Wardwell and
Faegre & Benson are acting as legal counsel to SITEL in
connection with the transaction. Goldman, Sachs & Co. is acting
as financial advisor to ClientLogic. Mayer, Brown, Rowe & Maw
LLP and Oppenheimer Wolff & Donnelly�LLP are acting as legal
counsel to ClientLogic in connection with the transaction. About
ClientLogic Corporation ClientLogic is a leading global business
process outsourcing (BPO) provider in the customer care and back
office processing industries. ClientLogic's 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's 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�s website at www.sitel.com for further information.
This communication is not a solicitation of a proxy from any
security holder of SITEL. In connection with this transaction,
SITEL will file a proxy statement with the Securities and Exchange
Commission (SEC) as soon as practicable. WE URGE STOCKHOLDERS TO
READ THE INFORMATION/PROXY STATEMENT AND ANY OTHER RELEVANT
DOCUMENTS TO BE FILED WITH THE SEC IN THEIR ENTIRETY, BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION. The final proxy statement will
be mailed to SITEL�s stockholders. In addition, stockholders will
be able to obtain the documents free of charge 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 news release contains forward-looking statements
within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act. These include statements as to the
benefits of the merger. Other forward-looking statements may be
identified by the use of the words �expects,� �will� and similar
expressions. These forward-looking statements speak only as of the
date the statement is made and neither SITEL nor ClientLogic
assumes any obligation to update such statements. Although SITEL
and ClientLogic believe 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�s and ClientLogic�s expectations may
include, but are not limited to the following, many of which are
outside their 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 may not be fully realized or
realized within the expected time frame; revenues following the
merger may be lower than expected; client and employee
relationships and business operations may be disrupted by the
merger; the ability to achieve required closing conditions
including antitrust clearances and shareholder approval; credit
market conditions; and legislative and regulatory changes. SITEL�s
Form 10-K, 10-Q and 8-K reports filed with the SEC describe other
important factors that may impact SITEL�s 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. ClientLogic and SITEL
(NYSE:SWW), both leading global business process outsourcing
providers, announced today that they have entered into a definitive
merger agreement. Under the terms of the agreement, a newly formed
subsidiary of ClientLogic will merge with SITEL and pay $4.05 per
share in cash for all of the outstanding common stock of SITEL. The
Board of Directors of each company has unanimously approved the
transaction. The transaction is expected to be completed in the
first quarter of 2007 and is subject to customary closing
conditions, including approval of SITEL's shareholders and
regulatory clearances. SITEL's Board of Directors has recommended
to SITEL's shareholders that they vote in favor of the transaction.
Approximately 19.9% of the outstanding common stock of SITEL is
subject to voting agreements which require such shares to be voted
in favor of the merger. SITEL has agreed to pay a termination fee
to ClientLogic should the transaction not close due to certain
circumstances. ClientLogic will fund the transaction with the
proceeds of a committed loan facility. The transaction values SITEL
at approximately $450 million. Commenting on the pending
transaction, Jim Lynch, Chairman and CEO of SITEL Corporation,
said, "Our board and our financial advisor Citigroup reviewed
numerous opportunities while searching for strategic alternatives
that would create the greatest value for our shareholders. Based on
this review, it was clear to SITEL's board that the offer from
ClientLogic represents the best alternative to create significant
shareholder value." The $4.05 to be paid in cash in the merger for
each SITEL share represents a 33% premium to the volume-weighted
average SITEL share price for the 30-trading day period ending
October 11. The combined entity will continue to be named
ClientLogic Corporation, and will have approximately 65,000
employees across 28 countries. Dave Garner will be Chief Executive
Officer of the combined entity. "Growing market demand for bigger,
more complex customer-care BPO solutions requires larger service
providers with increased geographic presence, capacity and service
capabilities", said Dave Garner, President and CEO of ClientLogic.
"Our mission will be to deliver the BPO industry's highest-quality
services, while providing our clients with the strategic insight,
scale and diversity of offerings to guarantee success." The
combination of ClientLogic and SITEL will create a company with
revenue of over $1.7 billion, and one of the most diverse client
bases, service offerings, and geographic footprint in the industry.
The combined entity will offer clients world-class options for
on-shore, nearshore and offshore customer care solutions, in over
145 facilities throughout the Americas, EMEA and Asia Pacific.
Client benefits from the combined entity include: Proven experience
that will deliver better results -- Clients of both companies will
benefit from the in-depth knowledge acquired through a combined
corporate heritage of over thirty years. The merged team will have
deep industry experience and expertise across many different
vertical markets, providing clients with strategic insight into
their business and how to best achieve measurable results. Expanded
capacity, geographic footprint and communications network will
offer greater flexibility and choice -- With over 145 facilities in
28 countries and unparalleled routing capability, the combined
company will provide even more Right-Shore options to best serve
its clients' in-country and global service needs. Broadest
solutions offering in the customer care BPO industry, providing
measurable value to clients -- The combined company will offer the
broadest array of customer care service including customer service,
technical support, sales and saves, outbound acquisition,
collections, professional services, technology solutions and
transaction processing. This more diversified service base will
allow the combined entity to offer greater value to current and
potential clients. Citigroup Global Capital Markets is acting as
financial advisor to SITEL and has provided a fairness opinion in
connection with the transaction. Davis Polk & Wardwell and
Faegre & Benson are acting as legal counsel to SITEL in
connection with the transaction. Goldman, Sachs & Co. is acting
as financial advisor to ClientLogic. Mayer, Brown, Rowe & Maw
LLP and Oppenheimer Wolff & Donnelly LLP are acting as legal
counsel to ClientLogic in connection with the transaction. About
ClientLogic Corporation ClientLogic is a leading global business
process outsourcing (BPO) provider in the customer care and back
office processing industries. ClientLogic's 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's 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's website at www.sitel.com for further information.
This communication is not a solicitation of a proxy from any
security holder of SITEL. In connection with this transaction,
SITEL will file a proxy statement with the Securities and Exchange
Commission (SEC) as soon as practicable. WE URGE STOCKHOLDERS TO
READ THE INFORMATION/PROXY STATEMENT AND ANY OTHER RELEVANT
DOCUMENTS TO BE FILED WITH THE SEC IN THEIR ENTIRETY, BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION. The final proxy statement will
be mailed to SITEL's stockholders. In addition, stockholders will
be able to obtain the documents free of charge 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 news release contains forward-looking statements
within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act. These include statements as to the
benefits of the merger. Other forward-looking statements may be
identified by the use of the words "expects," "will" and similar
expressions. These forward-looking statements speak only as of the
date the statement is made and neither SITEL nor ClientLogic
assumes any obligation to update such statements. Although SITEL
and ClientLogic believe 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's and ClientLogic's expectations may
include, but are not limited to the following, many of which are
outside their 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 may not be fully realized or
realized within the expected time frame; revenues following the
merger may be lower than expected; client and employee
relationships and business operations may be disrupted by the
merger; the ability to achieve required closing conditions
including antitrust clearances and shareholder approval; credit
market conditions; and legislative and regulatory changes. SITEL's
Form 10-K, 10-Q and 8-K reports filed with the SEC describe other
important factors that may impact SITEL's 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.
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