Sitel Worldwide Corporation entered into a definitive merger agreement to acquire Sykes Enterprises, Incorporated (NasdaqGS:SYKE) from a group of shareholders for $2.2 billion on June 17, 2021. Sitel will acquire all of Sykes' outstanding shares of common stock at a purchase price of $54 per share. The consideration is subject to the post-closing adjustments. The transaction valued at approximately $2.2 billion on a fully diluted basis. Committed debt financing of $2.8 billion has been provided by BNP Paribas to Sitel Group. Upon the closing of the transaction, SYKES will become a privately held company and its shares will cease trading on Nasdaq. The combined company will continue to be named Sitel Group® and headquartered in Miami, Florida. In case of termination, SYKES will be required to pay Sitel a termination fee of $66 million and Sitel will be required to pay a fee of $99 million. Laurent Uberti, President & Chief Executive Officer of Sitel, is expected to continue leading the combined company. SYKES President & Chief Executive Officer, Chuck Sykes will transition out after the transaction is complete. In addition, Olivier Camino of Sitel Group will assume the role of Chief Operating Officer. Leaders from both SYKES and Sitel Group will build an integration plan over the coming months with the intention of rapidly and successfully implementing that plan as soon as the transaction is complete.

The transaction is subject to the approval of SYKES' shareholders, expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and other regulatory clearances, and other customary closing conditions. A meeting of shareholders of Sykes Enterprises, Incorporated will be held on August 24, 2021. The transaction has been approved unanimously by the Boards of Directors of both the companies. Upon the unanimous recommendation of a special transaction committee of the Board of Directors, the board of Sykes Enterprises has unanimously recommended that its shareholders vote in favor of the business combination. As of August 9, 2021, the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 has been expired. As of August 24, 2021, Sykes Enterprises shareholders approved the transaction. The transaction is expected to be completed in the second half of 2021. Goldman Sachs & Co. LLC acted as financial advisor and provided fairness opinion; and Gregory C. Yadley of Shumaker, Loop & Kendrick, LLP acted as legal advisor to SYKES. The special transaction committee of the Board of Directors of SYKES was advised by Justin P. Klein, Peter Jaslow, Anuj Goswami and Shauna Pierson of Ballard Spahr LLP. Lazard Freres SAS acted as financial advisor; and Ethan Klingsberg, Joseph Halloum, Aimen Mir, Christine Laciak, Meghan Rissmiller, Stephanie Brown Cripps, Alan Ryan, David Almroth, Stéphanie Corbiere, Maj Vaseghi, Mena Kaplan, Brock Dahl, and Claude Stansbury of Freshfields Bruckhaus Deringer US LLP acted as legal advisors to Sitel. Okapi Partners LLC acted as information agent to Sykes and will receive a fee of $18,500 or its services. Goldman Sachs & Co. LLC will receieve a fee of $27 million for its services, of which $2 million will be at announcement of the transaction, and the reminder of which is contingent upon consummation of the transaction.