Transaction Combines Complementary Reach,
Talent, Expertise and Technology to Create Premier Global Customer
Engagement Services Company
Convergys Corporation (NYSE: CVG), a global leader in customer
experience outsourcing, today announced that it has entered into a
definitive agreement under which SYNNEX Corporation (NYSE: SNX), a
leading business process services company, will acquire Convergys
in a cash and stock transaction with an enterprise value of
approximately $2.8 billion, including approximately $170 million of
Convergys outstanding net debt. Under the terms of the agreement,
Convergys shareholders will receive $13.25 per share in cash and
0.1193 shares of SYNNEX common stock for each Convergys common
share they own, subject to a collar as described in the agreement.
The implied price of $26.50 per Convergys share represents a LTM
EBITDA multiple of 8.4x (as of March 31, 2018) and an 18% premium
to the Company’s unaffected closing stock price on May 10, 2018,
the last trading day prior to published market speculation
regarding a potential transaction involving Convergys.
Following the close of the transaction, it is expected that
Convergys will be combined with SYNNEX’s industry-leading CRM BPO
subsidiary, Concentrix, thereby enhancing the capabilities and
talent of both organizations and creating a premier global customer
engagement services company.
Andrea Ayers, president and chief executive officer of
Convergys, said, “We are pleased to have reached this agreement,
which provides important benefits for all of our stakeholders,
including our shareholders, who will receive an immediate premium
in addition to value from their equity participation in the growth
and synergies resulting from the combination of Convergys and
SYNNEX. Convergys clients will be even better served by the
combined organization’s increased scale, strong talent,
best-in-class analytics, technology, and digital offerings, and a
shared commitment to helping them successfully navigate the
increasingly complex CX ecosystem. After nearly 30 years at
Convergys, I can confidently say that our people exemplify the very
best in the business, and they will join a company with highly
complementary capabilities and a similar culture. Indeed, we expect
Convergys employees to gain expanded career opportunities as part
of a larger organization with an enhanced industry-leading
position. Concentrix is an ideal partner for Convergys, and we look
forward to a seamless transition.”
Additional details regarding the combination and the strategic
and financial benefits it creates are available in a separate press
release issued today by SYNNEX and available on its website.
The transaction has been approved by both companies’ boards of
directors and is expected to close by the end of the 2018 calendar
year, subject to the approval of shareholders of both companies,
the receipt of regulatory approvals and other customary closing
conditions.
Centerview Partners is acting as financial advisor to Convergys,
and Wachtell, Lipton, Rosen & Katz is legal counsel.
SYNNEX Conference Call and Webcast
SYNNEX will host a conference call and webcast today, Thursday,
June 28, 2018 at 2:00 PM (PT) / 5:00 PM (ET) to discuss this
announcement. A live audio broadcast of the call will be available
at http://ir.synnex.com. A replay of the webcast will be available
at approximately two hours after the earnings call has
concluded.
About Convergys
Convergys delivers consistent, quality customer experiences
in 58 languages and from more than 150 locations around the globe.
We partner with our clients to improve customer loyalty, reduce
costs, and generate revenue through an extensive portfolio of
capabilities, including customer care, analytics, tech support,
collections, home agent, and end-to-end selling. We are committed
to delighting our clients and their customers, delivering value to
our shareholders, and creating opportunities for our talented,
caring employees in 33 countries around the world.
Visit www.convergys.com to learn more about us.
Supporting Resources
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(Convergys and the Convergys logo are registered
trademarks of Convergys Corporation).
About SYNNEX Corporation
SYNNEX Corporation is a Fortune 500 corporation and a leading
business process services company, providing a comprehensive range
of distribution, logistics and integration services for the
technology industry and providing outsourced services focused on
customer engagement strategy to a broad range of enterprises.
SYNNEX distributes a broad range of information technology systems
and products, and also provides systems design and integration
solutions. Concentrix, a wholly-owned subsidiary of SYNNEX
Corporation, offers a portfolio of strategic solutions and
end-to-end business services around customer engagement strategy,
process optimization, technology innovation, front and back-office
automation and business transformation to clients in ten identified
industry verticals. Founded in 1980, SYNNEX Corporation operates in
numerous countries throughout North and South America, Asia Pacific
and Europe. Additional information about SYNNEX may be found online
at www.synnex.com.
Additional Information and Where to Find It
In connection with the proposed transaction between SYNNEX and
Convergys, SYNNEX and Convergys will file relevant materials with
the Securities and Exchange Commission (the “SEC”), including a
SYNNEX registration statement on Form S-4 that will include a joint
proxy statement of SYNNEX and Convergys that also constitutes a
prospectus of SYNNEX, and a definitive joint proxy
statement/prospectus will be mailed to stockholders of SYNNEX and
shareholders of Convergys. INVESTORS AND SECURITY HOLDERS OF SYNNEX
and CONVERGYS ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT WILL BE FILED WITH
THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and
security holders will be able to obtain free copies of the
registration statement and the joint proxy statement/prospectus
(when available) and other documents filed with the SEC by SYNNEX
or Convergys through the website maintained by the SEC at
http://www.sec.gov. Copies of the documents filed with the SEC by
SYNNEX will be available free of charge within the Investors
section of SYNNEX’s website at http://ir.synnex.com or by
contacting SYNNEX’s Investor Relations Department at 510-668-8436.
Copies of the documents filed with the SEC by Convergys will be
available free of charge on Convergys’s website at
http://investor.convergys.com/ or by contacting Convergys’s
Investor Relations Department at (513) 723-7768.
No Offer or Solicitation
This communication is for informational purposes only and not
intended to and does not constitute an offer to subscribe for, buy
or sell, the solicitation of an offer to subscribe for, buy or sell
or an invitation to subscribe for, buy or sell any securities or
the solicitation of any vote or approval in any jurisdiction
pursuant to or in connection with the proposed transaction or
otherwise, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable law.
No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended, and otherwise in accordance
with applicable law.
Participants in Solicitation
SYNNEX, Convergys, and their respective directors and certain of
their respective executive officers may be deemed to be
participants in the solicitation of proxies in connection with the
proposed transaction. Information about the directors and executive
officers of SYNNEX is set forth in its Annual Report on Form 10-K
for the year ended November 30, 2017, which was filed with the SEC
on January 26, 2018, and its proxy statement for its 2018 annual
meeting of stockholders, which was filed with the SEC on February
22, 2018. Information about the directors and executive officers of
Convergys is set forth in its Annual Report on Form 10-K for the
year ended December 31, 2017, which was filed with the SEC on
February 21, 2018, and its proxy statement for its 2018 annual
meeting of shareholders, which was filed with the SEC on March 16,
2018. Other information regarding the participants in the proxy
solicitations and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the joint proxy statement/prospectus and other relevant materials
to be filed with the SEC regarding the proposed transaction when
they become available.
Forward-Looking Statements
DISCLOSURE NOTICE: This press release contains “forward-looking
statements” within the meaning of Section 27A of the Securities Act
of 1933 and Section 21E of the Securities Exchange Act of 1934
related to SYNNEX Corporation (“SYNNEX”), Convergys Corporation
(“Convergys”) and the proposed acquisition of Convergys by SYNNEX.
All statements other than statements of historical fact are
forward-looking statements for purposes of federal and state
securities laws. These forward-looking statements involve
uncertainties that could significantly affect the financial or
operating results of Convergys, SYNNEX or the combined company.
These forward-looking statements may be identified by terms such as
anticipate, believe, foresee, expect, intend, plan, may, will,
could and should and the negative of these terms or other similar
expressions. Forward-looking statements in this press release
include, among other things, statements about the potential
benefits of the proposed acquisition, including future financial
and operating results, plans, objectives, expectations and
intentions; the anticipated timing of closing of the acquisition;
and the methods SYNNEX will use to finance the cash portion of the
transaction. In addition, all statements that address operating
performance, events or developments that we expect or anticipate
will occur in the future — including statements relating to
creating value for stockholders, benefits of the proposed
transactions to customers, vendors, employees, stockholders and
other constituents of the combined company, integrating our
companies, cost savings and the expected timetable for completing
the proposed transaction — are forward-looking statements. These
forward-looking statements involve substantial risks and
uncertainties that could cause actual results to differ materially
from those expressed or implied by such statements. Risks and
uncertainties include, among other things, risks related to the
satisfaction of the conditions to closing the acquisition
(including the failure to obtain necessary regulatory and
shareholder approvals) in the anticipated timeframe or at all;
risks related to the ability to realize the anticipated benefits of
the acquisition, including the possibility that the expected
benefits from the proposed acquisition will not be realized or will
not be realized within the expected time period; the risk that the
businesses will not be integrated successfully; disruption from the
transaction making it more difficult to maintain business,
contractual and operational relationships; the unfavorable outcome
of any legal proceedings that have been or may be instituted
against SYNNEX, Convergys or the combined company; failure to
protect proprietary or personally identifiable data against
unauthorized access or unintended release; the ability to retain
key personnel; negative effects of this announcement or the
consummation of the proposed acquisition on the market price of the
capital stock of SYNNEX and Convergys, and on SYNNEX’s and
Convergys’s operating results; significant transaction costs, fees,
expenses and charges; unknown liabilities; the risk of litigation
and/or regulatory actions related to the proposed acquisition; the
financing of the transaction; other business effects, including the
effects of industry, market, economic, political or regulatory
conditions; future exchange and interest rates; changes in tax and
other laws, regulations, rates and policies; future business
combinations or disposals; and competitive developments.
A further description of risks and uncertainties relating to
SYNNEX and Convergys can be found in their respective most recent
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K, all of which are filed with the U.S.
Securities and Exchange Commission and available at
www.sec.gov.
Neither SYNNEX nor Convergys assumes any obligation to update
the forward-looking statements contained in this press release as
the result of new information or future events or developments.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20180628006397/en/
Convergys CorporationInvestor RelationsDavid Stein, +1
513-723-7768investor@convergys.comorPublic/Media RelationsKrista
Boyle, +1 513-723-2061krista.boyle@convergys.com
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