Attached files
| file | filename |
|---|---|
| EX-99.2 - EXHIBIT 99.2 - Startek, Inc. | srtex99220183158ka.htm |
| EX-99.5 - EXHIBIT 99.5 - Startek, Inc. | srtex99520183158ka.htm |
| EX-99.4 - EXHIBIT 99.4 - Startek, Inc. | srt_ex994x2018315-8ka.htm |
| EX-99.3 - EXHIBIT 99.3 - Startek, Inc. | srtex99320183158ka.htm |
| 8-K/A - 8-K/A - Startek, Inc. | a8-kaxemployeeandothercomm.htm |
STARTEK, Inc. FREQUENTLY ASKED QUESTIONS 1 OF 3
Frequently Asked Questions (FAQs)
Definitive Transaction Agreement with Aegis
STARTEK Brand Warriors
▪ What is happening to STARTEK?
STARTEK has entered into a definitive transaction agreement with Aegis, an affiliate of Capital Square Partners
(CSP) and leading global business service provider of customer experience management. 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 the new entity by
purchasing 833,333 primary shares of STARTEK common stock at closing at $12 per share, representing a $10
million investment. Post transaction, CSP and its affiliates are expected to own approximately 55% of the
combined company, and STARTEK shareholders are expected to own approximately 45% of the combined
company.
▪ When is the official transaction closing date?
The transaction is expected to close no later than the third quarter of 2018, subject to customary closing
conditions. Once an official date is known, we will communicate with all employees.
▪ Who is Aegis?
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 ecommerce, and public sectors.
Approximately 40,000 Aegis experts across 47 centers worldwide deliver customer lifecycle management,
technology services, back office services, and social media analytics to power superior business results for clients.
For more information, please visit www.aegisglobal.com.
▪ Who is 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
deep operational expertise in these areas. Additional information on CSP can be found at
www.capitalsquarepartners.com.
▪ What impact does this announcement have on STARTEK’s business?
We believe this is a very exciting time in STARTEK’s history and represents a new stage of growth and
opportunity for our shareholders, our employees, our clients, and their customers. Both STARTEK and Aegis will
benefit from this announcement by:
Delivering meaningful scale with combined revenues of approximately $700 million;
Offering a new global reach, which now includes some of the world’s most rapidly growing markets,
multi-lingual offerings, and the institution of operational best practices across the globe;
Significantly leveraging automation, artificial intelligence, and other technology-led innovations to
develop exponential value; and
Providing significant client diversification, as our top three combined clients will now represent less than
30% of total revenue, compared to 53% for STARTEK in 2017.
Most importantly, we believe this is an excellent opportunity for our employees who will benefit from new
opportunities for professional growth and advancement as we harness the combined power of our two
organizations.
▪ Will STARTEK’s name change, and if so, when?
At this time, no decision has been made regarding the name of the combined entity.
FOR INTERNAL DISTRIBUTION ONLY
STARTEK, Inc. FREQUENTLY ASKED QUESTIONS 2 OF 3
▪ Where will the headquarters be for the combined entity?
At this time, the intent is to retain STARTEK’s current headquarters in Greenwood Village, Colorado.
▪ Who will lead the combined organization as CEO?
The companies’ integration plans and leadership structure are nearing completion and will be announced by
STARTEK in connection with the preparation and filing of its proxy statement to solicit stockholder approval of
the combination transaction.
▪ Will STARTEK employees be negatively impacted by the merger?
The complementary nature of this arrangement is truly unprecedented. We have limited overlapping engagement
centers and clients. Additionally, our employees are one of STARTEK’s greatest assets and one of many reasons
why Aegis was interested in the merger. At this time, we foresee minimal if any impacts to STARTEK employees
as a result of the merger.
▪ What will the transition look like?
In partnership with Aegis, we will share more information in the next few weeks detailing the transition plan and
timeline though we believe it will be far less complicated than STARTEK’s acquisition of ACCENT in 2015.
▪ Will I have a new leader?
Most employees, especially in our engagement centers, will maintain their current leaders. Corporate employees
will also likely maintain their current leaders though there may be some changes in alignment. However, no
decisions have been made at this time.
▪ What will happen to my benefits with STARTEK?
Regardless of which country you are in, your employee benefits will not change once the merger is complete.
Should changes to benefits be made for the 2019 plan year, we will communicate with all employees.
▪ I currently participate in STARTEK’s Employee Stock Purchase Plan. What will happen to my
shares?
Once the merger is complete, STARTEK will remain a publicly traded company on the New York Stock
Exchange under the symbol SRT. You will keep your current stock options and vested shares.
▪ Will I still participate in STARTEK’s current incentive and bonus programs?
Regardless of which incentive or bonus program you are currently on, your plan will not change once the merger
is complete. Should changes to these programs be made at a future date, we will communicate with all employees.
▪ Will I still participate in STARTEK’s performance review and annual merit process?
Yes. STARTEK will still conduct its annual performance review and merit process as it always has. Should
changes to this process be made at a future date, will communicate with all employees.
▪ Will I be allowed to take my planned PTO or leave of absence?
Yes. Your PTO and leave of absence plans will not be affected as a result of the merger.
▪ Who will communicate the merger to our clients?
Members of our senior leadership team have already begun the process of communicating the merger to
STARTEK’s clients. They will pull in members from operations and account management as needed to assist in
this process. Please allow them to continue to manage this process throughout the transition period.
▪ Will the merger be communicated to the press?
STARTEK has issued a press release announcing the definitive transaction agreement with Aegis. All media
inquiries should immediately be sent to:
Kelly Hilton
Sr. Director of Marketing and Global Communications
502.435.7040 / kelly.hilton@startek.com
▪ Where can I go for answers to specific questions?
We are providing multiple opportunities to learn more about the merger through team and center meetings.
Should you have additional questions following these meetings, we encourage you to set up time with your leader,
FOR INTERNAL DISTRIBUTION ONLY
STARTEK, Inc. FREQUENTLY ASKED QUESTIONS 3 OF 3
a member of the HR team, or a member of STARTEK’s senior leadership team to discuss the specific questions
you may have about this announcement.
Additional Information about the Transactions and Where to Find It
This communication is being made in respect of the transactions between STARTEK, CSP and Aegis and the related
issuance of the common stock described herein. STARTEK intends to file the proxy statement with the Securities and
Exchange Commission (SEC) for the stockholder meeting that will include a proposal relating to the issuance of
common stock to CSP and an amendment of STARTEK’s certificate of incorporation related to the transaction. This
communication does not constitute a solicitation of any vote or proxy from any of STARTEK’s stockholders. Investors
are urged to read the proxy statement carefully and in its entirety when it becomes available and any other relevant
documents or materials filed or to be filed with the SEC or incorporated by reference in the proxy statement, because
they will contain important information about the transactions between STARTEK, CSP and Aegis, the issuance of
common stock and the proposals to be submitted to the STARTEK stockholders. The proxy statement will be mailed to
the Company’s stockholders. In addition, the proxy statement and other documents will be available free of charge at
the SEC’s internet website, www.sec.gov. When available, the proxy statement and other pertinent documents may also
be obtained free of charge at the Investor Relations section of STARTEK’s website, www.startek.com, or by directing
a written request to StarTek Investor Relations, 8200 E. Maplewood Ave., Suite 100, Greenwood Village, Colorado
80111 or at tel: (303) 262-4500 or email: investor@startek.com.
Participants in the Solicitation
STARTEK and its directors, executive officers and other members of management and employees may be deemed to
be participants in the solicitation of proxies from the Company’s stockholders in connection with the proposed
transaction. Information about the Company’s directors and executive officers is included in STARTEK’s Annual
Report on Form 10-K for the year ended December 31, 2016, filed with the SEC on February 22, 2017, its proxy
statement for its 2017 annual meeting of shareholders, which was filed with the SEC on March 29, 2017, and in other
documents filed with the SEC by STARTEK and its officers and directors.
Forward-Looking Statements
The matters regarding the future discussed in this news release include forward-looking statements as defined in the
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 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. Risks related to the Aegis transaction include
failure to obtain the required vote of STARTEK’s shareholders, the timing to consummate the proposed transaction; the
risk that a condition to closing of the proposed transaction may not be satisfied or that the closing of the proposed
transaction might otherwise not occur, the risk that a regulatory approval that may be required for the proposed
transaction is not obtained or is obtained subject to conditions that are not anticipated, the diversion of management
time on transaction-related issues, difficulties with the successful integration and realization of the anticipated benefits
or synergies from the proposed transaction, and the risk that the transaction and its announcement could have an
adverse effect on STARTEK’S ability to retain customers and retain and hire key personnel. Readers are encouraged to
review Item 1A. - Risk Factors and all other disclosures appearing in the Company's Form 10-K for the year ended
December 31, 2016 filed with the SEC and in other filings with the SEC, for further information on risks and
uncertainties that could affect STARTEK's business, financial condition and results of operation. STARTEK assumes
no obligation to update or revise any forward-looking statements as a result of new information, future events or
otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of
the date herein.