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Share Name | Share Symbol | Market | Type |
---|---|---|---|
StarTek Inc | NYSE:SRT | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 4.42 | 0 | 01:00:00 |
StarTek, Inc.
Attn: Bharat Rao
4610 South Ulster Street, Suite 150
Denver, Colorado 80237
(303) 262-4500
|
CSP Management Limited
Stockholm Parent, LLC
Stockholm Merger Sub, Inc.
Attn: Mukesh Sharda
160 Robinson Road, SBF Center, Suite #10-01
Singapore 068914
(65) 6202-4734
|
Saee Muzumdar
Andrew Kaplan
Gibson, Dunn & Crutcher LLP
200 Park Avenue
New York, NY 10166
(212) 351-4000
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Robert M. Katz
Sidharth Bhasin
Latham & Watkins LLP
1271 Avenue of the Americas
New York, NY 10020
(212) 906-1200
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a.
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☒
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The filing of solicitation materials or an information statement subject to Regulation 14A (§§ 240.14a-1 through 240.14b-2), Regulation 14C (§§ 240.14c-1 through 240.14c-101) or Rule 13e-3(c) (§ 240.13e-3(c)) under the Securities Exchange
Act of 1934 (the “Exchange Act”).
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b.
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☐
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The filing of a registration statement under the Securities Act of 1933.
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c.
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☐
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A tender offer.
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d.
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☐
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None of the above.
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“Summary”
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• |
“Questions and Answers about the Merger”
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“The Parties to the Merger”
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“Summary”
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“Questions and Answers about the Merger”
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• |
“Market and Dividend Information”
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• |
“Security Ownership of Certain Beneficial Owners and Management”
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• |
“Market and Dividend Information”
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• |
“Market and Dividend Information”
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• |
“Market and Dividend Information”
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• |
“Market and Dividend Information”
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• |
“Summary”
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• |
“The Parties to the Merger”
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• |
“Directors, Executive Officers and Controlling Persons of the Company”
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• |
“Where You Can Find More Information”
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• |
“Summary”
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“Questions and Answers about the Merger”
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• |
“Special Factors–Background of the Merger”
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• |
“Special Factors–Recommendation of the Special Committee; Recommendation of the Board; Reasons for the Merger”
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• |
“Special Factors–Required Stockholder Approval for the Merger”
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• |
“Special Factors–Opinion of Houlihan”
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• |
“Special Factors–Position of the Company on the Fairness of the Merger”
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• |
“Special Factors–Position of the CSP Affiliates in Connection with the Merger”
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• |
“Special Factors–Purposes and Reasons of the Company in Connection with the Merger”
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• |
“Special Factors–Purposes and Reasons of the CSP Affiliates in Connection with the Merger”
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• |
“Special Factors–Accounting Treatment”
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• |
“Special Factors–Interests of the Company’s Directors and Executive Officers in the Merger”
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• |
“Special Factors–Delisting and Deregistration of Company Common Stock”
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• |
“Special Factors–United States Federal Income Tax Considerations”
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• |
“The Merger Agreement”
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• |
“Annex A: Agreement and Plan of Merger”
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• |
“Annex B: Opinion of Houlihan”
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• |
“Summary”
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• |
“Questions and Answers about the Merger”
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• |
“Special Factors–Interests of the Company’s Directors and Executive Officers in the Merger”
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• |
“The Merger Agreement–Consideration to be Received in the Merger”
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• |
“Summary–Appraisal Rights”
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• |
“Questions and Answers about the Merger”
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• |
“The Merger Agreement–Appraisal Rights”
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• |
“Appraisal Rights”
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• |
“Annex C: Section 262 of the Delaware General Corporation Law”
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• |
“Summary”
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• |
“Questions and Answers about the Merger”
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• |
“Appraisal Rights”
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• |
“Special Factors–Recommendation of the Special Committee; Recommendation of the Board; Reasons for the Merger”
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• |
“Provisions for Stockholders”
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• |
“Market and Dividend Information”
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• |
“Special Factors–Interests of the Company’s Directors and Executive Officers in the Merger”
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• |
“Summary”
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• |
“Questions and Answers about the Merger”
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• |
“Special Factors–Background of the Merger”
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• |
“Special Factors–Recommendation of the Special Committee; Recommendation of the Board; Reasons for the Merger”
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• |
“Special Factors–Required Stockholder Approval for the Merger”
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• |
“Special Factors–Financing”
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• |
“Special Factors–Position of the Company on the Fairness of the Merger”
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• |
“Special Factors–Position of the CSP Affiliates in Connection with the Merger”
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• |
“Special Factors–Purposes and Reasons of the Company in Connection with the Merger”
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• |
“Special Factors–Purposes and Reasons of the CSP Affiliates in Connection with the Merger”
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• |
“Special Factors–Fees and Expenses”
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• |
“Special Factors–Delisting and Deregistration of Company Common Stock”
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• |
“The Merger Agreement–Form of Merger”
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• |
“The Merger Agreement–Consummation and Effectiveness of the Merger”
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• |
“The Merger Agreement–Consideration to be Received in the Merger”
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• |
“The Merger Agreement–Written Consent”
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• |
“Market and Dividend Information”
|
• |
“Annex A: Agreement and Plan of Merger”
|
• |
“Summary”
|
• |
“Questions and Answers about the Merger”
|
• |
“Special Factors–Background of the Merger”
|
• |
“Special Factors–Recommendation of the Special Committee; Recommendation of the Board; Reasons for the Merger”
|
• |
“Special Factors–Required Stockholder Approval for the Merger”
|
• |
“Special Factors–Financing”
|
• |
“Special Factors–Position of the Company on the Fairness of the Merger”
|
• |
“Special Factors–Position of the CSP Affiliates in Connection with the Merger”
|
• |
“Special Factors–Purposes and Reasons of the Company in Connection with the Merger”
|
• |
“Special Factors–Purposes and Reasons of the CSP Affiliates in Connection with the Merger”
|
• |
“Special Factors–Interests of the Company’s Directors and Executive Officers in the Merger”
|
• |
“Special Factors–Fees and Expenses”
|
• |
“Special Factors–Delisting and Deregistration of Company Common Stock”
|
• |
“The Merger Agreement - Form of Merger”
|
• |
“The Merger Agreement–Consummation and Effectiveness of the Merger”
|
• |
“The Merger Agreement–Consideration to be Received in the Merger”
|
• |
“The Merger Agreement–Written Consent”
|
• |
“Market and Dividend Information”
|
• |
“Annex A: Agreement and Plan of Merger”
|
• |
“Summary”
|
• |
“Questions and Answers about the Merger”
|
• |
“Special Factors–Delisting and Deregistration of Company Common Stock”
|
• |
“Special Factors–Plans for the Company After the Merger”
|
• |
“The Merger Agreement–Form of Merger”
|
• |
“The Merger Agreement–Consideration to be Received in the Merger”
|
• |
“Summary”
|
• |
“Questions and Answers about the Merger”
|
• |
“Special Factors–Background of the Merger”
|
• |
“Special Factors–Recommendation of the Special Committee; Recommendation of the Board; Reasons for the Merger”
|
• |
“Special Factors–Position of the Company on the Fairness of the Merger”
|
• |
“Special Factors–Position of the CSP Affiliates in Connection with the Merger”
|
• |
“Special Factors–Purposes and Reasons of the Company in Connection with the Merger”
|
• |
“Special Factors–Purposes and Reasons of the CSP Affiliates in Connection with the Merger”
|
• |
“Special Factors–Delisting and Deregistration of Company Common Stock”
|
• |
“Special Factors–Plans for the Company After the Merger”
|
• |
“Special Factors–Fees and Expenses”
|
• |
“Special Factors–Interests of the Company’s Directors and Executive Officers in the Merger”
|
• |
“The Merger Agreement”
|
• |
“Annex A: Agreement and Plan of Merger”
|
• |
“Summary”
|
• |
“Special Factors–Background of the Merger”
|
• |
“Special Factors–Recommendation of the Special Committee; Recommendation of the Board; Reasons for the Merger”
|
• |
“Special Factors–Position of the Company on the Fairness of the Merger”
|
• |
“Special Factors–Position of the CSP Affiliates in Connection with the Merger”
|
• |
“Special Factors–Purposes and Reasons of the Company in Connection with the Merger”
|
• |
“Special Factors–Purposes and Reasons of the CSP Affiliates in Connection with the Merger”
|
• |
“Special Factors–Background of the Merger”
|
• |
“Special Factors–Recommendation of the Special Committee; Recommendation of the Board; Reasons for the Merger”
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• |
“Special Factors–Purposes and Reasons of the Company in Connection with the Merger”
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• |
“Special Factors–Alternatives to the Merger”
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• |
“Summary”
|
• |
“Special Factors–Background of the Merger”
|
• |
“Special Factors–Recommendation of the Special Committee; Recommendation of the Board; Reasons for the Merger”
|
• |
“Special Factors–Position of the Company on the Fairness of the Merger”
|
• |
“Special Factors–Position of the CSP Affiliates in Connection with the Merger”
|
• |
“Special Factors–Purposes and Reasons of the Company in Connection with the Merger”
|
• |
“Special Factors–Purposes and Reasons of the CSP Affiliates in Connection with the Merger”
|
• |
“Summary”
|
• |
“Questions and Answers about the Merger”
|
• |
“Special Factors–Background of the Merger”
|
• |
“Special Factors–Recommendation of the Special Committee; Recommendation of the Board; Reasons for the Merger”
|
• |
“Special Factors–Financing”
|
• |
“Special Factors–Position of the Company on the Fairness of the Merger”
|
• |
“Special Factors–Position of the CSP Affiliates in Connection with the Merger”
|
• |
“Special Factors–Purposes and Reasons of the Company in Connection with the Merger”
|
• |
“Special Factors–Purposes and Reasons of the CSP Affiliates in Connection with the Merger”
|
• |
“Special Factors–Accounting Treatment”
|
• |
“Special Factors–Interests of the Company’s Directors and Executive Officers in the Merger”
|
• |
“Special Factors–Delisting and Deregistration of Company Common Stock”
|
• |
“Special Factors–Plans for the Company After the Merger”
|
• |
“Special Factors–United States Federal Income Tax Considerations”
|
• |
“Special Factors–Fees and Expenses”
|
• |
“The Merger Agreement–Form of Merger”
|
• |
“The Merger Agreement–Consummation and Effectiveness of the Merger”
|
• |
“The Merger Agreement–Consideration to be Received in the Merger”
|
• |
“The Merger Agreement–Appraisal Rights”
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• |
“The Merger Agreement–Charter; Bylaws”
|
• |
“The Merger Agreement–Indemnification and Insurance”
|
• |
“Appraisal Rights”
|
• |
“Annex A: Agreement and Plan of Merger”
|
• |
“Annex C: Section 262 of the Delaware General Corporation Law”
|
• |
“Summary”
|
• |
“Questions and Answers about the Merger”
|
• |
“Special Factors–Background of the Merger”
|
• |
“Special Factors–Recommendation of the Special Committee; Recommendation of the Board; Reasons for the Merger”
|
• |
“Special Factors–Opinion of Houlihan”
|
• |
“Special Factors–Position of the Company on the Fairness of the Merger”
|
• |
“Special Factors–Position of the CSP Affiliates in Connection with the Merger”
|
• |
“Special Factors–Purposes and Reasons of the Company in Connection with the Merger”
|
• |
“Special Factors–Purposes and Reasons of the CSP Affiliates in Connection with the Merger”
|
• |
“Special Factors–Interests of the Company’s Directors and Executive Officers in the Merger”
|
• |
“Annex B: Opinion of Houlihan”
|
• |
The confidential discussion materials prepared by Houlihan Lokey Capital, Inc. and provided to the Special Committee, dated September 20, 2023 and October 10, 2023, are attached hereto as Exhibits (c)(2) and (c)(3), and are incorporated by
reference herein.
|
• |
“Summary”
|
• |
“Questions and Answers about the Merger”
|
• |
“Special Factors–Background of the Merger”
|
• |
“Special Factors–Recommendation of the Special Committee; Recommendation of the Board; Reasons for the Merger”
|
• |
“Special Factors–Required Stockholder Approval for the Merger”
|
• |
“The Merger Agreement–Written Consent”
|
• |
“Questions and Answers about the Merger”
|
• |
“Special Factors–Background of the Merger”
|
• |
“Special Factors–Recommendation of the Special Committee; Recommendation of the Board; Reasons for the Merger”
|
• |
“Special Factors–Opinion of Houlihan”
|
• |
“Summary”
|
• |
“Questions and Answers about the Merger”
|
• |
“Special Factors–Background of the Merger”
|
• |
“Special Factors–Recommendation of the Special Committee; Recommendation of the Board; Reasons for the Merger”
|
• |
“Special Factors–Position of the Company on the Fairness of the Merger”
|
• |
“Special Factors–Position of the CSP Affiliates in Connection with the Merger”
|
• |
“Special Factors–Background of the Merger”
|
• |
“Special Factors–Recommendation of the Special Committee; Recommendation of the Board; Reasons for the Merger”
|
• |
“Special Factors–Position of the Company on the Fairness of the Merger”
|
• |
“Special Factors–Position of the CSP Affiliates in Connection with the Merger”
|
• |
“The Merger Agreement–No Shop; Competing Proposal; No Solicitation”
|
• |
“The Merger Agreement–Company Recommendation”
|
• |
“Summary”
|
• |
“Special Factors–Background of the Merger”
|
• |
“Special Factors–Recommendation of the Special Committee; Recommendation of the Board; Reasons for the Merger”
|
• |
“Special Factors–Opinion of Houlihan”
|
• |
“Special Factors–Certain Company Financial Forecasts”
|
• |
“Special Factors–Position of the Company on the Fairness of the Merger”
|
• |
“Special Factors–Position of the CSP Affiliates in Connection with the Merger”
|
• |
“Annex B: Opinion of Houlihan”
|
• |
The confidential discussion materials prepared by Houlihan Lokey Capital, Inc. and provided to the Special Committee, dated September 20, 2023 and October 10, 2023, are attached hereto as Exhibits (c)(2) and (c)(3), and are incorporated by
reference herein.
|
• |
The reports, opinions or appraisals referenced in this Item 9 are filed herewith and will be made available for inspection and copying at the principal executive offices of StarTek during its regular business hours by any interested holder
of Common Stock or representative who has been designated in writing, and copies may be obtained by requesting them in writing from StarTek at the email address provided under the caption “Where You Can Find More Information” in the
Information Statement, which is incorporated herein by reference.
|
• |
“Summary”
|
• |
“Questions and Answers about the Merger”
|
• |
“Special Factors–Financing”
|
• |
“Special Factors–Position of the CSP Affiliates in Connection with the Merger”
|
• |
“The Merger Agreement–Consummation and Effectiveness of the Merger”
|
• |
“Special Factors–Fees and Expenses”
|
• |
“Security Ownership of Certain Beneficial Owners and Management”
|
• |
“Special Factors–Background of the Merger”
|
• |
“Special Factors–Interests of the Company’s Directors and Executive Officers in the Merger”
|
• |
“The Merger Agreement”
|
• |
“Market and Dividend Information”
|
• |
“Annex A: Agreement and Plan of Merger”
|
• |
“Market and Dividend Information”
|
• |
“Where You Can Find More Information”
|
• |
“Special Factors–Background of the Merger”
|
• |
“Special Factors–Recommendation of the Special Committee; Recommendation of the Board; Reasons for the Merger”
|
• |
“Special Factors–Interests of the Company’s Directors and Executive Officers in the Merger”
|
• |
“Special Factors–Fees and Expenses”
|
• |
“Special Factors–Interests of the Company’s Directors and Executive Officers in the Merger”
|
Exhibit No.
|
Description
|
Preliminary Information Statement of StarTek, Inc. (incorporated herein by reference to StarTek, Inc.’s Preliminary Information Statement on Form PREM14C filed with the SEC on November 3, 2023 (File No. 001-12793))
|
|
Opinion of Houlihan Lokey Capital, Inc. to the Special Committee of the Board of Directors of StarTek, Inc. dated October 10, 2023 (incorporated herein by reference to Annex B of StarTek, Inc.’s Preliminary Information Statement on Form
PREM14C filed with the SEC on November 3, 2023 (File No. 001-12793))
|
|
Confidential discussion materials prepared by Houlihan Lokey Capital, Inc., dated September 20, 2023, for the Special Committee of StarTek, Inc.’s Board of Directors
|
|
Confidential discussion materials prepared by Houlihan Lokey Capital, Inc., dated October 10, 2023, for the Special Committee of StarTek, Inc.’s Board of Directors
|
|
Agreement and Plan of Merger, dated as of October 10, 2023, by and among StarTek, Inc., Stockholm Parent, LLC and Stockholm Merger Sub, Inc. (incorporated herein by reference to Annex A of StarTek, Inc.’s Preliminary Information Statement
on Form PREM14C filed with the SEC on November 3, 2023 (File No. 001-12793))
|
|
Section 262 of the Delaware General Corporation Law (incorporated herein by reference to Annex C of StarTek, Inc.’s Preliminary Information Statement on Form PREM14C filed with the SEC on November 3, 2023 (File No. 001-12793))
|
|
Filing Fee Table
|
STARTEK, INC.
|
|
By:
|
/s/ Bharat Rao
|
Name: Bharat Rao
|
|
Title: Global Chief Executive Officer
|
STOCKHOLM PARENT, LLC
|
|
By:
|
/s/ Sanjay Chakrabarty
|
Name: Sanjay Chakrabarty
|
|
Title: President and Secretary
|
|
STOCKHOLM MERGER SUB, INC.
|
|
By:
|
/s/ Sanjay Chakrabarty
|
Name: Sanjay Chakrabarty
|
|
Title: President and Secretary
|
CSP MANAGEMENT II LIMITED
|
|
By:
|
/s/ Mukesh Sharda |
Name: Mukesh Sharda
|
|
Title: Director
|
|
|
Value of Transaction |
|
|
Fee rate
|
|
|
Amount of
Filing Fee |
|
|||
Fees to Be Paid
|
|
$
|
74,587,062.20
|
(1) |
|
|
0.00014760
|
|
|
$
|
11,009.05
|
(2)
|
Fees Previously Paid
|
|
$
|
74,587,062.20
|
|
|
|
|
|
|
$
|
11,009.05
|
(3)
|
Total Transaction Valuation
|
|
$
|
74,587,062.20
|
|
|
|
|
|
|
|
|
|
Total Fees Due for Filing
|
|
|
|
|
|
|
|
|
|
$
|
0.00
|
|
Total Fees Previously Paid
|
|
|
|
|
|
|
|
|
|
$
|
11,009.05
|
(3) |
Total Fee Offsets
|
|
|
|
|
|
|
|
|
|
$
|
11,009.05
|
|
Net Fee Due
|
|
|
|
|
|
|
|
|
|
$
|
0.00
|
|
Registrant
or Filer Name
|
Form or Filing Type
|
File Number
|
Initial Filing Date
|
Filing Date
|
Fee Offset Claimed
|
Fee Paid with Fee Offset Source
|
||||
Fee Offset Claims
|
PREM 14C
|
001-12793 |
November 3, 2023
|
$11,009.05
|
||||||
Fees Offset Sources
|
StarTek, Inc.
|
PREM 14C
|
001-12793
|
|
November 3, 2023
|
$11,009.05(3)
|
(1)
|
Solely for the purpose of calculating the filing fee, the aggregate value of the transaction was calculated as the sum of (a)
17,296,694 shares of StarTek, Inc.’s common stock, par value $0.01 per share (“Common Stock”) (which is the estimated number of shares of Common Stock entitled to receive the per share merger consideration) multiplied by the per share
merger consideration of $4.30, and (b) 229,650 shares of Common Stock underlying outstanding and unexercised options to acquire shares of Common Stock that have an exercise price that is less than $4.30 multiplied by the per share merger
consideration of $4.30 minus any applicable exercise price of the options. No restricted stock units, performance stock units or deferred stock units are outstanding.
|
(2)
|
The amount of the filing fee, calculated in accordance with Rule 0-11 of the Exchange Act, was calculated by multiplying $74,587,062.20 by 0.00014760.
|
(3)
|
StarTek, Inc. previously paid $11,009.05 upon the filing of its Preliminary Information Statement on Schedule
14C on November 3, 2023, in connection with the transaction reported hereby.
|
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