AEGIS and STARTEK Combine to Create Global Leader in Customer Engagement Solutions
- Combination Provides Diverse Customer Revenue Base, Global Service Offering and Market Differentiation
- Meaningful Scale with Combined 2017 Revenues of Approximately $700 Million1
- STARTEK to Issue Shares in Consideration for Aegis
- STARTEK to Receive Cash Investment of $ 10 million at $12 per share
Singapore, SINGAPORE and GREENWOOD VILLAGE, Colorado, USA – March 15, 2018 – Aegis Global, a portfolio company of Capital Square Partners (CSP) and a global outsourcing and technology services company focused on customer experience management, and STARTEK, Inc. (NYSE: SRT) (STARTEK), a provider of business process outsourcing services, has entered into a definitive agreement for a strategic transaction to create a combined company.
Under the terms of the agreement, STARTEK will issue CSP 20.6 million shares of its common stock in exchange for all the outstanding common stock of Aegis. Concurrently, CSP or an affiliate will further increase its investment in STARTEK by purchasing 833,333 primary shares of STARTEK common stock at closing at $12 per share, representing a $10 million investment2 . STARTEK common stock closed at a price of $10.53 per share on March 14, 2018.
Post transaction, CSP is expected to own approximately 55% of the combined company, and STARTEK shareholders are expected to own approximately 45% of the combined company. CSP will also have the right to appoint a majority of the combined company’s board of directors.
Aegis Global CEO Sandip Sen commented: "This marks the return of Aegis into the United States and Philippines, a capability that will allow us to deliver enhanced value to global customers. Combining with STARTEK's expertise and valued long term client relationships, including the recent strategic opportunities in e-Commerce, allows us to accelerate our growth and value creation for customers, employees and shareholders as a public entity listed in the NYSE."
STARTEK CEO Chad Carlson commented: "I am very excited for the STARTEK and Aegis employees, who will soon be a force in the global BPO industry in what I am certain will be a fun and rewarding family environment; for the clients of both STARTEK and Aegis, who will now have a global customer engagement partner to support their customer journey; and for the combined shareholders of Aegis and STARTEK. I'm especially happy for the STARTEK shareholders who have been patient throughout this journey as we have worked to differentiate, diversify and grow your company. It gives me great comfort that STARTEK's shareholders will now have an opportunity for their patience to be rewarded with an investment in a global player with differentiation, scale and almost unparalleled diversification in the BPO industry."
Sanjay Chakrabarty and Bharat Rao, Managing Partner's of CSP, stated, "It is uniquely rewarding for both companies' shareholders to realize the benefits of greater scale, diversity, access to new markets, and operating synergies that this combination provides. The combined company will also be able to significantly leverage automation, Artificial Intelligence and other technology-led innovations to deliver exponential value to customers globally."
Aegis generated approximately $388 million of revenue with $38 million in adjusted EBITDA (a non-GAAP measure) in 20173. STARTEK generated approximately $293 million of revenue, a $1.3 million net loss and $13 million in adjusted EBITDA in 20174. Following the closing of the transaction, the top three customers of the combined company will represent 30% of the total revenue in 2017. The combined capital structure is expected to include approximately $180 million of debt.
1. Aegis financials based on unaudited LTM results through 12/31/2017 as reported under IndAS. Note, financials are preliminary and may be updated in the anticipated proxy filing related to this transaction.
2. The number of shares to be issued and the amount of the cash investment are subject to potential adjustment based on relative net debt of the parties.
3. Aegis financials based on unaudited LTM results through 12/31/2017 as reported under IndAS. Note, financials are preliminary and may be updated in the anticipated proxy filing related to this transaction. EBITDA and adjusted EBITDA are non-GAAP financial measures.
4 Refer to STARTEK’s announcements to the NYSE on its website at www.startek.com for a reconciliation to its reported GAAP results.
Aparup Sengupta, Chairman of Aegis, stated "The combination of Aegis and STARTEK will create a global enterprise with over 50,000 employees and operations in 12 countries across five continents. The biggest beneficiary in this combination will clearly be our clients, who will enjoy the advantages of our new global reach including some of the world's most rapidly growing markets, multi-lingual offerings, and the institution of operational best practices across the globe."
The companies' integration plans and leadership structure are nearing completion and will be announced in connection with the preparation and filing of STARTEK's proxy statement to solicit stockholder approval of the combination transaction.
This transaction has been unanimously approved by the Board of Directors of both companies, and is expected to close no later than the third quarter of 2018, subject to customary closing conditions, including regulatory approval and approval of the transaction by STARTEK shareholders. Key shareholders of STARTEK (reflecting ownership of approximately ~30% of its outstanding common stock) have agreed to support and vote in favor of the transaction.
Shearman & Sterling acted as legal counsel for Aegis. William Blair acted as STARTEK's financial advisor and Jenner & Block LLP acted as STARTEK's legal counsel.
Aegis is a leading outsourcing business solutions partner to global corporations in the telecom, technology, media, Banking Financial Services and Insurance, travel and logistics, Retail and E-commerce and public sectors. 40,000+ Aegis experts across 44 centers worldwide deliver customer lifecycle management, technology services, back office services and social media analytics to power superior business results for clients. Visit www.aegisglobal.com to learn more about solutions for global enterprises and their customers.
STARTEK strives to be the most trusted BPO service provider delivering comprehensive contact center and customer engagement solutions. Our employees, whom we call Brand Warriors, are enabled and empowered to promote and protect our clients' brands. For over 30 years, these Brand Warriors have been committed to making a positive impact for our clients’ business results, enhancing the customer experience while reducing costs for our clients. With the latest technology in the BPO industry and our STARTEK Advantage System, our Brand Warriors instill customer loyalty through a variety of multi-channel customer interactions, including voice, chat, email and IVR. Our service offerings include sales support, order processing, customer care and receivables management and customer analytics. For more information, please visit www.startek.com.
About Capital Square Partners
Capital Square Partners is a private equity fund manager based in Singapore, and regulated by the Monetary Authority of Singapore (MAS). It primarily invests in buyouts and control investments across multi-geography cross border businesses, with deep sector expertise and focus on TMT, Business Services, Healthcare, and Consumer sectors. It has made a number of investments in the Technology Services and BPO sectors, and has extensive operational expertise in these areas. Additional information on CSP can be found at www.capitalsquarepartners.com.
The matters regarding the future discussed in this news release include forward-looking statements as defined in the US Private Securities Litigation Reform Act of 1995. Such forward-looking statements are intended to be identified in this document by the words "anticipate", "believe", "estimate", "expect", "intend", "may", "objective", "outlook", "plan", "project", "possible", "potential", "should", and similar expressions. As described below, such statements are subject to a number of risks and uncertainties that could cause STARTEK's actual results to differ materially from those expressed or implied by any such forward-looking statements. These factors include, but are not limited to, risks relating to our reliance on a limited number of significant customers, lack of minimum purchase requirements in our contracts, the concentration of our business in the communications industry, lack of wide geographic diversity, maximization of capacity utilization, foreign currency exchange risk, risks inherent in the operation of business inside and outside of the United States, ability to hire and retain qualified employees, increases in labor costs, management turnover and retention of key personnel, trends affecting companies' decisions to outsource non-core services, reliance on technology and computer systems, including investment in and development of new and enhanced technology, increases in the cost of telephone and data services, unauthorized disclosure of confidential client or client customer information or personally identifiable information, compliance with regulations governing protected health information, our ability to acquire and integrate complementary businesses, compliance with our debt covenants, ability of our largest stockholder to affect decisions and stock price volatility.
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