SYKES ENTERPRISES, INCORPORATED Item 1.01. Entry into a Material Definitive Agreement.
Merger Agreement
On
Upon the unanimous recommendation of a special transaction committee of the Board of Directors (the "Special Committee"), the Company's Board of Directors (the "Board") has unanimously (a) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, upon the terms and subject to the conditions set forth therein, are fair to, and in the best interests of, the Company and the Company's shareholders; (b) approved and declared advisable the Merger Agreement, including the execution, delivery, and performance thereof, and the consummation of the transactions contemplated by the Merger Agreement, including the Merger, upon the terms and subject to the conditions set forth therein; (c) directed that the Merger Agreement be submitted to a vote of the Company's shareholders for adoption at a special meeting of the Company's shareholders; and (d) resolved to recommend that Company shareholders vote in favor of adoption of the Merger Agreement in accordance with the Florida Business Corporation Act.
Merger Consideration
On the terms, and subject to the conditions, of the Merger Agreement, Merger Sub
will merge with and into the Company (the "Merger"), with the Company continuing
as the surviving corporation (the "Surviving Corporation"). As a result of the
Merger, each share of the Company's common stock ("Company Common Stock") issued
and outstanding immediately prior to the effective time of the Merger (the
"Effective Time") (other than cancelled shares) will be converted at the
Effective Time into the right to receive
At the Effective Time, each Company stock appreciation right ("Company SAR") that is outstanding under any Company equity incentive plan immediately prior to the Effective Time shall have all rights thereunder cancelled by virtue of the Merger and each former holder of any cancelled Company SAR that has an exercise price that is greater than the Merger Consideration shall be entitled to an amount in cash, without interest, equal to the product of (A) the Merger Consideration minus the exercise price thereof multiplied by (B) the number of shares of Company Common Stock subject to such Company SAR, less any applicable withholding taxes. Each Company SAR that is not in-the-money shall be automatically cancelled immediately prior to the Effective Time for no consideration.
At the Effective Time, each Company restricted stock unit or Company performance stock unit covering shares of Company Common Stock granted under the Company's equity incentive plans that is outstanding immediately prior to the Effective Time shall become fully vested (with the performance stock units deemed achieved at one-hundred percent, in accordance with the terms of the applicable award agreements) and cancelled in exchange for an amount in cash equal to the Merger Consideration multiplied by the number of shares of Company Common Stock subject to such Company restricted stock unit or Company performance stock unit, less any required tax withholding.
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Conditions to the Merger
Consummation of the Merger is subject to customary closing conditions, including, among others, (i) the absence of certain legal impediments that prohibit the consummation of the Merger and the other transactions contemplated by the Merger Agreement, (ii) receipt of certain regulatory clearances, including, the expiration or termination of the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) the adoption of the Merger Agreement by the holders of a majority of the issued and outstanding shares of Company Common Stock and (iv) all consents, approvals, clearances and other authorizations of any governmental entity.
If the Merger is consummated, the Company's Common Stock will be delisted from
the
Representations and Warranties and Covenants
The parties have each made customary representations and warranties. Parent has agreed, subject to the terms of the Merger Agreement, to various covenants and agreements, including, among others, to use its reasonable best efforts to obtain debt financing as contemplated by the Merger Agreement. The Company has agreed, subject to the terms of the Merger Agreement, to various covenants and agreements, including, among others: (i) to conduct its business in the ordinary course and in a manner consistent with past practice during the period between the execution of the Merger Agreement and the consummation of the Merger and not to engage in certain kinds of transactions during such period; (ii) not to solicit proposals relating to alternative transactions to the Merger with a third party or engage in discussions or negotiations with respect thereto; and (iii) to use reasonable best efforts to cooperate with Parent's efforts to obtain debt financing. The parties have also agreed to use their respective reasonable best efforts to obtain regulatory clearances.
Termination and Termination Fees
The Company will be required to make a payment to Parent of
Parent will be required to make a payment to Company of
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Financing
The Merger is not subject to a financing condition. Parent has obtained a debt financing commitment for the purpose of financing the transactions contemplated by the Merger Agreement. The debt financing will enable Parent and Merger Sub to consummate the Merger and to pay all related fees and expenses. The obligations of certain debt commitment parties to provide the debt financing are subject to customary conditions.
No Solicitation
Following the date of the Merger Agreement and until the Effective Time or the termination of the Merger Agreement, the Company must comply with customary non-solicitation restrictions. However, the Company's Board is permitted to consider bona fide, unsolicited, written Takeover Proposals (as defined in the Merger Agreement) that the Company's Board determines are or are reasonably expected to result in a Superior Proposals (as defined in the Merger Agreement). In such a scenario, the Company's Board must comply with certain notice and negotiation requirements with Parent, as set forth in the Merger Agreement. . . .
Item 8.01 Other Events.
On
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Additional Information and Where to Find It
In connection with the proposed Merger, the Company will file with the
Participants in the Solicitation
The Company and certain of its directors, executive officers and employees may
be considered participants in the solicitation of proxies in connection with the
proposed transaction. Information regarding the persons who may, under the rules
of the
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements are often identified by terminology such as "anticipate," "approximate," "believe," "commit," "continue," "could," "estimate," "expect," "explore," "evaluate," "hope," "intend," "may," "might," "outlook, "plan," "potential," "predict," "project," "seek," "should," "will," or "would" or the negative thereof or other variations thereon or comparable terminology.
Such forward-looking statements are inherently uncertain, and shareholders and other potential investors must recognize that actual results may differ materially from the Company's 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 the Company is unable to predict or control, that may cause the
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Company's actual results, performance, or plans to differ materially from any
future results, performance or plans expressed or implied by such
forward-looking statements. The reader is cautioned not to rely on these
forward-looking statements. Risks and uncertainties that could cause actual
results to differ materially from those indicated in such forward-looking
statements and as it relates to the proposed Merger include, but are not limited
to:
• the occurrence of any event, change or other circumstance that could give
rise to the termination of the Merger Agreement, including those
circumstances in which the Company would be required to pay a termination
fee;
• the failure of the parties to satisfy conditions precedent to the
completion of the proposed Merger, including the failure of the Company's
shareholders to approve the proposed Merger or the transaction parties'
failure to obtain necessary regulatory approvals;
• the later existence of any unanticipated difficulties or expenses related
to the proposed Merger, including the disruption of any existing plans or
any impact on employee retention following the announcement of the
proposed Merger;
• the risk that regulatory or other approvals are delayed or are subject to
terms and conditions not otherwise anticipated, or that the proposed
Merger may not be otherwise completed in a timely manner or at all;
• the impact of any response to the announcement and pendency of the Merger
by customers, business partners, service providers or other government
regulators;
• the commencement of any legal proceedings or the entry of any judgments
or settlements, including any lawsuits that may be filed against the
Company, its board of directors, executive officers or other individuals
following the announcement of the proposed Merger;
• risks related to diverting management's attention from the Company's
ongoing business operations; and
• the risks, uncertainties, and other factors detailed from time to time in
the Company's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q
and Current Reports on Form 8-K, as filed or furnished with the
Securities and Exchange Commission .
The foregoing list of factors is not exhaustive. You should carefully consider
the foregoing factors and the other risks and uncertainties that affect the
businesses of the Company described in the "Risk Factors" section of the
Company's Annual Report on Form 10-K for the year ended
Item 9.01. Financial Statements and Exhibits.
(d) The following exhibits are included with this Report:
Exhibit No: Description 2.1 Agreement and Plan of Merger, datedJune 17, 2021 , amongSykes Enterprises, Incorporated ,Sitel Worldwide Corporation andFlorida Mergersub, Inc. * 99.1 Press Release of the Company, datedJune 18, 2021 . 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).
* The Company has omitted schedules and other similar attachments to such
agreement pursuant to Item 601(b) of Regulation S-K.
copy of such omitted document to the
upon request.
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