SITEL Receives Non-Binding Proposal from The Gores Group and The Calgary Group
October 25 2006 - 3:23PM
Business Wire
SITEL Corporation (�SITEL� or the �Company�) (NYSE:SWW) announced
today that its Board of Directors received an unsolicited,
non-binding proposal from The Gores Group and The Calgary Group
(�Gores/Calgary�) which have together proposed a business
combination in which the Company�s stockholders would receive $4.50
in cash per share or, at the Company�s election, receive $3.25 per
share in cash and retain ownership of stock in the Company
described in the proposal as having a value of $1.25 per share and
representing an aggregate pro forma ownership interest of 46% of
the Company�s common stock after the transaction. The Company�s
Board of Directors has not changed its approval or recommendation
of the merger agreement with ClientLogic Corporation
(�ClientLogic�) announced on October 13, 2006, which provides for
the payment of $4.05 per share in cash for all of the outstanding
common stock of the Company (the �ClientLogic Merger Agreement�).
Nonetheless, pursuant to the ClientLogic Merger Agreement, and
after consultation with the Company�s outside legal advisor and
financial advisor, the Board has authorized the Company to explore
the newly received proposal with Gores/Calgary, which will include
seeking clarification of the proposal and its material terms
(including requirements for due diligence investigation, financing,
timing and regulatory approvals, and the other terms not
sufficiently specified in the proposal), the sharing of nonpublic
information with Gores/Calgary and the negotiation of a possible
transaction. There is no assurance as to whether or when
Gores/Calgary will make a definitive, binding offer, whether the
price to be paid in such an offer will be equal to, greater than or
less than the price stated in the non-binding proposal received by
the Company, whether the terms and conditions of any such offer
will be acceptable to the Company�s Board of Directors or whether
the parties will be able to reach definitive agreement for the
transaction described in the proposal. Under the ClientLogic Merger
Agreement, the Company is required to keep ClientLogic informed of
certain developments relating to such matters as the Gores/Calgary
proposal, and is required to give ClientLogic an opportunity, in
its sole discretion, to adjust the terms of the ClientLogic Merger
Agreement in good faith negotiations with the Company. 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. Additional Information and
Where to Find It SITEL will file a proxy statement with the
Securities and Exchange Commission (SEC) in connection with the
proposed merger 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 relating to the proposed
transactions. 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. The final proxy
statement will be mailed to SITEL�s stockholders. 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 �expects,�
�will� 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�s
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;
legislative and regulatory changes; and uncertainties relating to
the newly-received proposal from Gores/Calgary. 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. 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�s directors and executive officers is
set forth in the Company�s proxy statements and annual reports on
Form 10-K, previously filed with the SEC, and the proxy statement
relating to the proposed transactions, when it becomes available.
SITEL Corporation ("SITEL" or the "Company") (NYSE:SWW) announced
today that its Board of Directors received an unsolicited,
non-binding proposal from The Gores Group and The Calgary Group
("Gores/Calgary") which have together proposed a business
combination in which the Company's stockholders would receive $4.50
in cash per share or, at the Company's election, receive $3.25 per
share in cash and retain ownership of stock in the Company
described in the proposal as having a value of $1.25 per share and
representing an aggregate pro forma ownership interest of 46% of
the Company's common stock after the transaction. The Company's
Board of Directors has not changed its approval or recommendation
of the merger agreement with ClientLogic Corporation
("ClientLogic") announced on October 13, 2006, which provides for
the payment of $4.05 per share in cash for all of the outstanding
common stock of the Company (the "ClientLogic Merger Agreement").
Nonetheless, pursuant to the ClientLogic Merger Agreement, and
after consultation with the Company's outside legal advisor and
financial advisor, the Board has authorized the Company to explore
the newly received proposal with Gores/Calgary, which will include
seeking clarification of the proposal and its material terms
(including requirements for due diligence investigation, financing,
timing and regulatory approvals, and the other terms not
sufficiently specified in the proposal), the sharing of nonpublic
information with Gores/Calgary and the negotiation of a possible
transaction. There is no assurance as to whether or when
Gores/Calgary will make a definitive, binding offer, whether the
price to be paid in such an offer will be equal to, greater than or
less than the price stated in the non-binding proposal received by
the Company, whether the terms and conditions of any such offer
will be acceptable to the Company's Board of Directors or whether
the parties will be able to reach definitive agreement for the
transaction described in the proposal. Under the ClientLogic Merger
Agreement, the Company is required to keep ClientLogic informed of
certain developments relating to such matters as the Gores/Calgary
proposal, and is required to give ClientLogic an opportunity, in
its sole discretion, to adjust the terms of the ClientLogic Merger
Agreement in good faith negotiations with the Company. 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. Additional Information and
Where to Find It SITEL will file a proxy statement with the
Securities and Exchange Commission (SEC) in connection with the
proposed merger 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 relating to the proposed
transactions. 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. The final proxy
statement will be mailed to SITEL's stockholders. 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 "expects,"
"will" 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's
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;
legislative and regulatory changes; and uncertainties relating to
the newly-received proposal from Gores/Calgary. 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. 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's directors and executive officers is
set forth in the Company's proxy statements and annual reports on
Form 10-K, previously filed with the SEC, and the proxy statement
relating to the proposed transactions, when it becomes available.
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