ClientLogic and SITEL to Merge, Creating a New Global Customer Care Business Process Outsourcing (BPO) Leader
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.