Sitel (NYSE:SWW)
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From Jun 2019 to Jun 2024
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.