Empresas y finanzas

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.