SITEL Corporation and ClientLogic Corporation, both leading global business process outsourcing providers, announced today that they had entered into an amendment to the previously announced Agreement and Plan of Merger among SITEL, ClientLogic and Stagecoach Acquisition Corporation, dated October 12, 2006 (the “Merger Agreement”). Under the terms of the amendment, SITEL stockholders will receive $4.25 in cash for each outstanding share of common stock of SITEL held, which represents an increase of $0.20 per share in cash from the price of $4.05 per share in cash previously agreed with ClientLogic. The Board of Directors of SITEL has unanimously approved the amendment to the Merger Agreement. The transaction is expected to be completed in the first quarter of 2007 and remains subject to customary closing conditions, including the approval of SITEL’s stockholders.
On Wednesday, December 6, prior to SITEL entering into the amendment with ClientLogic, The Gores Group, LLC and The Calgary Group, LLC and Jefferies Capital Partners IV LLC (“Gores/Calgary/Jefferies”) revised their previously announced proposal to acquire all of the outstanding shares of common stock of SITEL to lower the proposed price of $4.50 to $4.25 per share in cash. The amendment with ClientLogic required SITEL to terminate the existing discussions with Gores/Calgary/Jefferies although it continues to permit SITEL to respond to additional proposals from third parties in the event the Board of Directors of SITEL determines in good faith after considering advice from its outside advisors that failure to do so would be inconsistent with its fiduciary obligations. In additon, the amendment increases the expense reimbursement portion of the amount payable by SITEL upon termination of the Merger Agreement in circumstances involving an alternative acquisition proposal by $1 million.
In connection with the proposed merger with ClientLogic, SITEL has set January 12, 2007 as the date of its 2006 Annual Meeting of Stockholders at which SITEL will seek, among other things, stockholder approval of the Merger Agreement, as amended, and the transactions contemplated thereby. Holders of record of SITEL common stock as of 5:00 p.m., New York time, on December 5, 2006 (the “Record Date”) will be entitled to vote at the meeting. The meeting will be held at the Marriott Regency hotel, 10220 Regency Circle, in Omaha, Nebraska. The meeting will begin at 1:00 p.m., local time, on January 12th. The definitive proxy statement and related materials will be mailed on or about December 13, 2006 to stockholders of record on the Record Date.
The $4.25 to be paid in cash in the merger for each SITEL share represents an approximate 37.5% premium over the volume-weighted average closing price of SITEL common stock on the New York Stock Exchange for the thirty days prior to the public announcement of the execution and delivery of the Merger Agreement.