SYKES ENTERPRISES, INCORPORATED Item 8.01. Other Events
As previously disclosed, on
In connection with the Merger, seven lawsuits have been filed by purported Sykes
shareholders against Sykes and its current directors relating to the Merger. The
complaints are captioned
The defendants deny the allegations in the Transaction Litigation and deny any alleged violations of law or any legal or equitable duty. The defendants believe that the claims asserted in the Transaction Litigation are without merit and no additional disclosures are required under applicable law. However, in order to avoid the risk of the Transaction Litigation delaying or adversely affecting the Merger and to minimize the costs, risks and uncertainties inherent in litigation, and without admitting any liability or wrongdoing, the defendants have determined to voluntarily make the following supplemental disclosures to the Definitive Proxy Statement, as described in this Current Report on Form 8-K. Nothing in this Current Report on Form 8-K shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, the defendants specifically deny all allegations in the Transaction Litigation that any additional disclosure was or is required.
Supplemental Disclosures to the Definitive Proxy Statement in Connection with
the Transaction Litigation
The following disclosures in this Current Report on Form 8-K supplement the disclosures contained in the Definitive Proxy Statement and should be read in conjunction with the disclosures contained in the Definitive Proxy Statement, which should be read in its entirety. All page references are to the Definitive Proxy Statement and terms used below, unless otherwise defined, shall have the meanings ascribed to such terms in the Definitive Proxy Statement.
The section of the Definitive Proxy Statement entitled "THE MERGER PROPOSAL-Opinion of Transaction Committee's Financial Advisor" is amended and supplemented as follows:
The first full sentence, first full paragraph and the third full paragraph on page 50 of the Definitive Proxy Statement under the subheading "Illustrative Discounted Cash Flow Analysis" are hereby amended and restated in their entirety to read as follows (with new text underlined and in bold):
Based on Goldman Sachs' professional judgment and experience, Goldman Sachs
derived such discount rates by application of the Capital Asset Pricing Model,
which requires certain company-specific inputs, including the company's target
capital structure weightings, the cost of long-term debt, after-tax yield on
permanent excess cash, if any, future applicable marginal cash tax rate and a
beta for the company, as well as certain financial metrics for
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Goldman Sachs derived ranges of illustrative enterprise values for the Company
by adding the ranges of present values it derived above. Goldman Sachs then
added from the range of illustrative enterprise values it derived for the
Company the net cash of the Company of
Goldman Sachs then calculated the implied equity values for the Company as of
The table on page 51 of the Definitive Proxy Statement under the subheading "Selected Precedent Transactions Analysis" is hereby amended and restated in its entirety to read as follows (with new text underlined and in bold):
Enterprise Enterprise
Value / LTM Value
Announcement Date Acquiror Target Adj. EBITDA (in millions)
July 2011 One Equity APAC Customer 8.4x $420
Partners / NCO Services, Inc.
Group, Inc.
October 2012 Bain Capital Atento 6.5x €1,039
Partners LLC Inversiones y
Teleservicios,
S.A.
January 2014 Convergys Stream Global 7.1x $820
Corporation Services, Inc.
July 2015 Groupe Acticall SITEL Worldwide 6.4x $830
S.A. Corporation
August 2016 Teleperformance LanguageLine 10.4x $1,522
SE Solutions LLC
May 2017 Apollo Global West Corporation 7.8x $5,200
Management, LLC
June 2018 Teleperformance Intelenet Global 12.0x $1,000
SE Services
June 2018 SYNNEX Convergys 8.4x €2,800
Corporation Corporation
July 2019 Groupe Bruxelles Webhelp SAS 12.4x €2,400
Lambert S.A.
December 2020 Brookfield Everise Holdings 11.3x $450
Business Partners Pte. Ltd.
L.P.
The first sentence of the penultimate paragraph on page 51 of the Definitive Proxy Statement under the subheading "Selected Precedent Transactions Analysis" is hereby amended and supplemented as follows (with new text underlined and in bold):
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Premia Analysis. Goldman Sachs reviewed and analyzed, using publicly available
information, the acquisition premia for 394 all-cash acquisition transactions
announced since 2016 involving a public company based in
In connection with Parent's proposed acquisition of Sykes (the "proposed
transaction"), Sykes filed the Definitive Proxy Statement with the
Sykes Enterprises, Incorporated 400 N. Ashley Drive , Suite 2800,Tampa, FL 33602 (813) 274-1000
Additional Information and Where to Find It
On
Participants in the Solicitation
Sykes, its directors and certain of its executive officers and other employees
may be deemed to be participants in the solicitation of proxies from Sykes's
shareholders in connection with the proposed transaction. Information about
Sykes's directors and executive officers is available in Sykes's proxy statement
for its 2021 annual meeting of shareholders, which was filed with the
No Offer Or Solicitation
This communication is not intended to and shall not constitute an offer to buy
or sell or the solicitation of an offer to buy or sell any securities, or a
solicitation of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made, except by means of a
prospectus meeting the requirements of Section 10 of the
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Forward-Looking Statements
This communication contains certain "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"), and Section 21E of the Exchange Act. Some of these statements
can be identified by words such as "anticipate," "approximate," "believe,"
"commit," "continue," "could," "estimate," "expect," "hope," "intend," "may,"
"outlook," "plan," "project," "potential," "should," "would," "will," and other
similar words or expressions. Sykes cautions readers of this communication that
such forward-looking statements are inherently uncertain, and shareholders and
other potential investors must recognize that actual results may differ
materially from Sykes' expectations as a result of a variety of factors. Such
forward-looking statements are based upon management's current expectations and
include known and unknown risks, uncertainties and other factors, many of which
Sykes is unable to predict or control, that may cause Sykes' actual results,
performance, or plans to differ materially from any future results, performance
or plans expressed or implied by such forward-looking statements. Factors that
could cause actual results to differ materially from those expressed or implied
in such forward-looking statements and as it relates to the proposed Merger
include, but are not limited to, the risks detailed in our filings with the
• the occurrence of any event, change or other circumstances that could give
rise to the termination of the Merger Agreement or the abandonment of the
transactions contemplated thereby;
• the failure of the parties to satisfy conditions to completion of the
Merger, including the failure of Sykes shareholders to approve the Merger or
the failure of the parties to obtain required regulatory approvals;
• the risk that regulatory or other approvals are delayed or are subject to
terms and conditions that are not anticipated, or that the proposed Merger
may not be otherwise completed in a timely manner or at all;
• risks related to disruption of management's attention from Sykes' ongoing
business operations due to the Merger;
• risks related to limitations placed on Sykes' ability to operate its
business under the Merger Agreement;
• the effect of the announcement of the Merger on Sykes' relationships with
its customers, vendors and other business partners;
• the potential difficulties in employee retention as a result of the Merger;
• the amount of the costs, fees, expenses and charges related to the Merger
Agreement and the risk of exceeding the expected costs;
• the failure of Parent to obtain the necessary debt financing arrangements
set forth in the Commitment Letter received in connection with the Merger;
• the risk that the Merger Agreement may be terminated in circumstances that
require Sykes to pay a termination fee;
• the risk that shareholder litigation in connection with the Merger may
affect the timing or occurrence of the Merger, or the outcome of any legal
proceedings that may be instituted against us and others related to the
Merger Agreement;
• risks that our stock price may decline significantly if the Merger is not
completed; and
• the possibility that Parent could, at a later date, engage in unspecified
transactions, including restructuring efforts, special dividends or the sale
of some or all of Sykes' assets to one or more purchasers, that could
conceivably produce a higher aggregate value than that available to Sykes
shareholders in the Merger.
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Consequently, all of the forward-looking statements that we make in this
communication are qualified by the information contained herein or contained in
Sykes' other public filings with the
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