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-99.1 - EXHIBIT 99.1 - Startek, Inc. | srtex99120183158ka.htm |
| 8-K/A - 8-K/A - Startek, Inc. | a8-kaxemployeeandothercomm.htm |
On March 15, 2018, STARTEK 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. Together, we will establish a global enterprise with over
50,000 employees and operations in 12 countries across five continents.
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 833,000 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.
• The 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 approval by STARTEK
shareholders and other customary closing conditions.
• Key shareholders of STARTEK have agreed to support and vote in
favor of the transaction.
WHAT THIS MEANS TO STARTEK & ITS CLIENTS
This unprecedented agreement provides STARTEK, Aegis, and our
clients with many benefits, including:
• 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.
STARTEK ENTERS INTO DEFINITIVE TRANSACTION AGREEMENT WITH AEGIS
C R E A T I N G G L O B A L L E A D E R I N C U S T O M E R C A R E
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.