SITEL Corporation announced 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.