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8-K - FORM 8-K - APAC CUSTOMER SERVICE INC | c19851e8vk.htm |
EX-2.1 - EXHIBIT 2.1 - APAC CUSTOMER SERVICE INC | c19851exv2w1.htm |
Exhibit 99.1
APAC Customer Services to be Acquired by One Equity Partners
| APAC shareholders to receive $8.55 per share |
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| Total purchase price of approximately $470 million |
BANNOCKBURN, ILL. and CHICAGO, July 7, 2011 APAC Customer Services, Inc. (APAC) (Nasdaq:
APAC), a leader in global outsourced services and solutions, and One Equity Partners (One Equity
or OEP) the private investment arm of JPMorgan Chase & Co, announced today that they have entered
into a definitive merger agreement under which an affiliate of One Equity will acquire 100% of
APAC, through an all-cash transaction with an aggregate equity value of approximately $470 million.
APACs Board of Directors has unanimously approved the transaction.
Under the terms of the agreement, One Equity Partners will pay APAC stockholders $8.55 per share in
cash, which represents a premium of approximately 57% over APACs closing share price on July 6,
2011, the last trading day prior to todays announcement. The acquisition is anticipated to be
funded through committed equity and credit facilities and is not subject to any financing
contingencies.
Theodore G. Schwartz and his affiliated entities, representing approximately 39% of APACs
outstanding shares, have entered into a voting agreement to vote in favor of the transaction. The
transaction is expected to close in the fourth quarter of 2011, subject to the satisfaction of
customary closing conditions, including Hart-Scott-Rodino clearance and approval of APACs
shareholders.
One Equity is the majority owner of NCO Group, Inc., a leading global provider of business process
outsourcing services. OEP will seek to combine APAC with NCO Group to build market leadership in
business process outsourcing and customer care solutions.
We believe that this transaction, at a 57% premium to yesterdays closing price, represents
compelling value, and the Board is pleased to recommend this deal to APACs shareholders, stated
Theodore Schwartz, Chairman of APAC.
APAC has a market-leading reputation for delivering exceptional customer experiences. We believe
this combination will allow both APAC and NCO to enhance the levels of service and support that
they currently provide to their valued customers, said Tom Kichler, Managing Director at One
Equity Partners. We are excited about investing behind the growth of these two great businesses.
Kevin Keleghan, APACs President and CEO, commented, We are thrilled to be entering into a new
chapter in APACs history. My management team and I look forward to working with One Equity
Partners to build a world-class enterprise dedicated to enhancing the customer experience. We
believe that a partnership with NCO will create new opportunities for our company, our clients, and
our people.
Advisors
Credit Suisse Securities (USA) LLC served as financial advisor to APAC on the transaction.
Kirkland & Ellis LLP served as legal advisor to APAC.
Dechert LLP served as legal advisor to One Equity Partners.
About APAC Customer Services, Inc.
APAC Customer Services, Inc. (NASDAQ: APAC) is a leading provider of quality customer care services
and solutions to market leaders in healthcare, business services, communications, media &
publishing, travel & entertainment, financial services and technology industries. APAC partners
with its clients to deliver custom solutions that enhance bottom-line performance. For more
information, call 1-800-OUTSOURCE. APACs comprehensive web site is
http://www.apaccustomerservices.com.
About One Equity Partners
One Equity Partners is the private investment arm of JPMorgan Chase & Co. and manages over $10.5
billion in commitments and investments solely for the bank. OEP enters into long-term partnerships
with companies to create sustainable value through long-term growth driven both organically and
inorganically. Founded in 2001, OEP has 39 investment professionals in New York, Chicago, Silicon
Valley, Frankfurt, Hong Kong and elsewhere around the globe. Visit www.oneequity.com for more
information.
About NCO Group, Inc.
NCO Group, Inc. is a leading global provider of business process outsourcing services, primarily
focused on accounts receivable management and customer relationship management. NCO provides
services through over 100 offices throughout North America, Asia, Europe and Australia. Visit
www.ncogroup.com/ for more information.
Forward-Looking Statements
Statements in this press release regarding the proposed transaction between APAC and OEP, the
expected timetable for completing the transaction, future financial and operating results, benefits
of the transaction, future opportunities for the combined company and any other statements by
management of APAC, OEP and NCO concerning future expectations, beliefs, goals, plans or prospects
constitute forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Generally, forward-looking statements include expressed expectations,
estimates and projections of future events and financial performance and the assumptions on which
these expressed expectations, estimates and projections are based. Statements that are not
historical facts, including statements about the beliefs and expectations of the Company and its
management are forward-looking statements. All forward-looking statements are inherently uncertain
as they are based on various expectations and assumptions about future events, and they are subject
to known and unknown risks and uncertainties and other factors that can cause actual events and
results to differ materially from historical results and those projected. Such statements are
based upon the current beliefs and expectations of the Companys management. The Company intends
its forward-looking statements to speak only as of the date on which they were made. The Company
expressly undertakes no obligation to update or revise any forward-looking statements as a result
of changed assumptions, new information, future events or otherwise.
The following factors, among others, could cause the Companys actual results to differ from
historic results or those expressed or implied in the forward-looking statements: its revenue is
generated from a limited number of clients and the loss of one or more significant clients or
reduction in demand for services could have a material adverse effect on the Company; the
performance of its clients and general economic conditions; its financial results depend on the
ability to effectively manage production capacity and workforce; the terms of its client contracts;
its ability to sustain profitability; its availability of cash flows from operations and compliance
with debt covenants and funding requirements under the Companys credit facility; its ability to
conduct business internationally, including managing foreign currency exchange risks; its principal
shareholder can exercise significant control over the Company; and its ability to attract and
retain qualified employees; the potential for downward pricing pressures in its industry and other
competitive factors; changes to government regulations; the effect of rapid technology changes;
acts of God, political instability or other events outside its control; the impact from
unauthorized disclosure of sensitive or confidential client or customer data; the inability to
complete the acquisition in a timely manner, if at all; the inability to complete the acquisition
due to the failure to obtain stockholder approval or the failure to satisfy other conditions to
completion of the acquisition, including expiration or termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976; the occurrence of any event, change or other
circumstance that could give rise to the termination of the agreement; the possibility that
competing offers will be made; the effect of a change in APACs business relationships, operating
results and business generally, diversion of managements attention from ongoing business concerns
as a result of the pendency or consummation of the acquisition; the possibility that legal
proceedings may be instituted against APAC or others relating to the acquisition and the outcome of
such proceedings; and other risk factors listed in APACs most recent SEC filings .
Other reasons that may cause actual results to differ from historic results or those expressed or
implied in the forward-looking statements can be found in the Companys Annual Report on Form 10-K
for the fiscal year ended January 2, 2011 and its subsequent filing on Form 10-Q for the fiscal
quarter ended April 3, 2011. Our filings are available under the investor relations section of our
website at http://www.apaccustomerservices.com and on a website maintained by the SEC at
http://www.sec.gov.
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Additional Information
In connection with the proposed merger, APAC will file with the SEC relevant materials, including a
preliminary proxy statement on Schedule 14A with respect to the special meeting of stockholders
that will be held to consider the merger. When completed and filed, the definitive proxy statement
and a form of proxy will be mailed to the stockholders of APAC. APAC URGES INVESTORS AND SECURITY
HOLDERS TO READ THE PROXY STATEMENT INCLUDING ANY AMENDMENTS OR SUPPLEMENTS AND ANY OTHER RELEVANT
DOCUMENTS APAC FILES WITH THE SEC REGARDING THE PROPOSED MERGER WHEN IT BECOMES AVAILABLE BECAUSE
IT WILL CONTAIN IMPORTANT INFORMATION ABOUT APAC AND THE PROPOSED ACQUISITION. Copies of all
documents filed with the SEC regarding this transaction can be obtained, free of charge, at the
SECs website (www.sec.gov). They can also be obtained from the Investor Relations section of
APACs website at http://ir.apaccustomerservices.com/index.cfm.
APAC and its respective directors, executive officers and certain other members of management may
be soliciting proxies from APAC shareholders in favor of the merger. Information regarding the
persons who, under the rules of the SEC, may be deemed participants in the solicitation of the APAC
shareholders in connection with the proposed merger will be set forth in the proxy statement when
it is filed with the SEC. You can find information about APACs executive officers and directors in
the proxy statement for APACs 2011 annual meeting of shareholders, filed with the SEC on April 22,
2011. Copies of these documents may also be obtained from APAC as described above.
Company Contact:
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Investor Relations Contact: | |||
Andrew B. Szafran
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Harriet Fried / Jody Burfening | |||
Senior Vice President and Chief Financial Officer
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Lippert/Heilshorn & Associates | |||
APAC Customer Services, Inc.
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212-838-3777 | |||
847-374-1949
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HFried@lhai.com | |||
ABSzafran@APACMail.com |
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