Attached files
| file | filename |
|---|---|
| 8-K - 8-K - SYNNEX CORP | form8-kxjune2920181.htm |
| EX-99.7 - EXHIBIT 99.7 - SYNNEX CORP | exhibit997investorpresen.htm |
| EX-99.6 - EXHIBIT 99.6 - SYNNEX CORP | exhibit996june292018.htm |
| EX-99.5 - EXHIBIT 99.5 - SYNNEX CORP | exhibit995june292018.htm |
| EX-99.3 - EXHIBIT 99.3 - SYNNEX CORP | exhibit993june292018.htm |
| EX-99.2 - EXHIBIT 99.2 - SYNNEX CORP | exhibit992june292018.htm |
| EX-99.1 - EXHIBIT 99.1 - SYNNEX CORP | exhibit9914846-6547_062920.htm |
| EX-10.1 - EXHIBIT 10.1 - SYNNEX CORP | exhibit101_062920181.htm |
| EX-2.1 - EXHIBIT 2.1 - SYNNEX CORP | exhibit201_062920181.htm |
Announcement Today
Concentrix Team,
WOW!!!! Today is an AMAZING day!
I am very happy to tell you that today Concentrix announced plans to acquire Convergys and on closing plan to integrate it with Concentrix! In typical Concentrix style, we quietly got down to business and got it done!
I want to thank each one of you for all your commitment and living our culture. You are the reason Concentrix is in this position today. Without your passion and commitment, we would not be able to accomplish something so extraordinary nor would we be ready for this next exciting phase of growth.
When we started this business with just a few people slightly more than a decade ago, I’m not sure anyone could see this day coming. Five years ago, not many people knew our name, today our name is recognized by the best brands around the world! You are the reason for our recognition and position! We are ONE CONCENTRIX. WE ALL CONTRIBUTE!
So, a bit about Convergys and this exciting acquisition…
Convergys is a world leader in customer experience outsourcing and has a long history of being a pioneer in our industry. They provide great solutions to improve customer experience and they help businesses run better.
We view this as an extraordinary deal because we believe both companies complement one another well. Together, we will have more expertise and capabilities that are becoming more critical for clients every day. Convergys is strong in some of our strategic verticals like Banking & Financial Services, Healthcare, Technology, and Automotive. We complement each other in our geographic footprint and combined we will have one of the most robust footprint in the industry. They have additional expertise in high value services. And together we will have 80 Fortune 500 clients, 91 Forbes Global 500 clients, and 49 clients who are considered unicorn and/or high growth companies. We believe Convergys and Concentrix combined is a fantastic combination!
We need to focus on growing the combined business after closing. Growth provides opportunity! As in the past acquisitions and in our daily lives now, it’s about doing the right thing and helping our clients be more successful.
We expect to close this transaction by the end of the calendar year and will work together to integrate both organizations once the close occurs. When the deal closes I want all of you to welcome our new team members with open arms, but until then it is critical that each company operate independently! It is important that we operate the same way we have been operating (business as usual) until we close. As soon as the law allows for you to have information and carry on a different discussion than you would today, we will let you know.
We have exciting times ahead, and I look forward to working together with each of you to deliver service excellence across our expanded organization and tremendous value to our clients!
Thank you again for all that you do that continues to make Concentrix successful.
As always, we must remain humble and One Team, One Company, One Concentrix!
Respectfully,
Chris
@CNXPresident
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Additional Information and Where to Find It
In connection with the proposed transaction between SYNNEX and Convergys, SYNNEX and Convergys will file relevant materials with the Securities and Exchange Commission (the “SEC”), including a SYNNEX registration statement on Form S-4 that will include a joint proxy statement of SYNNEX and Convergys that also constitutes a prospectus of SYNNEX, and a definitive joint proxy statement/prospectus will be mailed to stockholders of SYNNEX and shareholders of Convergys. INVESTORS AND SECURITY HOLDERS OF SYNNEX and CONVERGYS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of the registration statement and the joint proxy statement/prospectus (when available) and other documents filed with the SEC by SYNNEX or Convergys through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by SYNNEX will be available free of charge within the Investors section of SYNNEX’ website at http://ir.synnex.com or by contacting SYNNEX’ Investor Relations Department at 510-668-8436. Copies of the documents filed with the SEC by Convergys will be available free of charge on Convergys’s website at http://investor.convergys.com/ or by contacting Convergys’s Investor Relations Department at (513) 723-7768.
No Offer or Solicitation
This communication is for informational purposes only and not intended to and does not constitute an offer to subscribe for, buy or sell, the solicitation of an offer to subscribe for, buy or sell or an invitation to subscribe for, buy or sell any securities or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
Participants in Solicitation
SYNNEX, Convergys, and their respective directors and certain of their respective executive officers may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of SYNNEX is set forth in its Annual Report on Form 10-K for the year ended November 30, 2017, which was filed with the SEC on January 26, 2018, and its proxy statement for its 2018 annual meeting of stockholders, which was filed with the SEC on February 22, 2018. Information about the directors and executive officers of Convergys is set forth in its Annual Report on Form 10-K for the year ended December 31, 2017, which was filed with the SEC on February 21, 2018, and its proxy statement for its 2018 annual meeting of shareholders, which was filed with the SEC on March 16, 2018. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when they become available.
Forward-Looking Statements
DISCLOSURE NOTICE: This document contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 related to SYNNEX Corporation (“SYNNEX”), Convergys Corporation (“Convergys”) and the proposed acquisition of Convergys by SYNNEX. All statements other than statements of historical fact are forward-looking statements for purposes of federal and state securities laws. These forward-looking statements involve uncertainties that could significantly affect the financial or operating results of Convergys, SYNNEX or the combined company. These forward-looking statements may be identified by terms such as anticipate, believe, foresee, expect, intend, plan, may, will, could and should and the negative of these terms or other
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similar expressions. Forward-looking statements in this document include, among other things, statements about the potential benefits of the proposed acquisition, including future financial and operating results, plans, objectives, expectations and intentions; the anticipated timing of closing of the acquisition; and the methods SYNNEX will use to finance the cash portion of the transaction. In addition, all statements that address operating performance, events or developments that we expect or anticipate will occur in the future — including statements relating to creating value for stockholders, benefits of the proposed transactions to customers, vendors, employees, stockholders and other constituents of the combined company, integrating our companies, cost savings and the expected timetable for completing the proposed transaction — are forward-looking statements. These forward-looking statements involve substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Risks and uncertainties include, among other things, risks related to the satisfaction of the conditions to closing the acquisition (including the failure to obtain necessary regulatory and shareholder approvals) in the anticipated timeframe or at all; risks related to the ability to realize the anticipated benefits of the acquisition, including the possibility that the expected benefits from the proposed acquisition will not be realized or will not be realized within the expected time period; the risk that the businesses will not be integrated successfully; disruption from the transaction making it more difficult to maintain business, contractual and operational relationships; the unfavorable outcome of any legal proceedings that have been or may be instituted against SYNNEX, Convergys or the combined company; failure to protect proprietary or personally identifiable data against unauthorized access or unintended release; the ability to retain key personnel; negative effects of this announcement or the consummation of the proposed acquisition on the market price of the capital stock of SYNNEX and Convergys, and on SYNNEX’ and Convergys’s operating results; significant transaction costs, fees, expenses and charges; unknown liabilities; the risk of litigation and/or regulatory actions related to the proposed acquisition; the financing of the transaction; other business effects, including the effects of industry, market, economic, political or regulatory conditions; future exchange and interest rates; changes in tax and other laws, regulations, rates and policies; future business combinations or disposals; and competitive developments.
A further description of risks and uncertainties relating to SYNNEX and Convergys can be found in their respective most recent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which are filed with the U.S. Securities and Exchange Commission (the “SEC”) and available at www.sec.gov.
Neither SYNNEX nor Convergys assumes any obligation to update the forward-looking statements contained in this document as the result of new information or future events or developments.
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