Sitel (NYSE:SWW)
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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.