AGIS Merger no $$ ?? Story
Aegis Communications Group and AllServe Systems, PLC Announce the Signing of A Merger Agreement
PR Newswire, Monday, July 14, 2003 at 19:04
IRVING, Texas, July 14 /PRNewswire-FirstCall/ -- Aegis Communications
Group, Inc. (BB:AGIS), a marketing services company that
enables clients to make customer contact efforts more profitable, and AllServe
Systems, PLC, a global IT enabled services company headquartered in Ascot,
England, today announced the signing of a definitive agreement of merger
providing that Aegis will be acquired and become a subsidiary of AllServe
through a merger.
The definitive agreement requires AllServe to pay approximately
$22.75 million in cash at closing and to assume all trade liabilities. After
a comprehensive process managed by SunTrust Robinson Humphrey, Aegis' Board of
Directors determined that this offer was the best proposal for all of the
company's stakeholders, including creditors, equity holders and employees.
In accordance with the terms of its existing senior and subordinated
loans, as well as the terms of the agreement with AllServe, Aegis will be
required to repay its obligations to various lenders from the proceeds of this
transaction. The costs of the transaction will also be paid out of these
proceeds. Given the level of the total consideration and the existing debt
obligations of Aegis, the company currently does not envision any payments to
its preferred stockholders (other than possibly the Series B) or to its common
stockholders. Aegis, as the surviving entity in the merger, will be a wholly
owned subsidiary of AllServe Systems, PLC. The merger agreement is subject to
certain conditions, including approval of the merger by the stockholders of
Aegis. It is anticipated that a special meeting of Aegis stockholders will be
held, and the merger closed, during the third quarter of 2003.
"Earlier this year we were able to negotiate an extension of our bank
line, however it became clear that to ensure the viability of Aegis, we had to
find new sources of funding before year-end. As a result, we hired SunTrust
Robinson Humphrey to help us in identifying either new sources of equity
capital or an attractive merger partner. After a diligent marketing process,
the AllServe proposal was deemed the most attractive by our Board of Directors
and we pursued the negotiation of the Merger Agreement," stated Herman
Schwarz, President & CEO of Aegis.
"The teleservices industry has undergone many changes in the last several
years including falling overall demand, international competition and
regulatory changes. Given the company's capital structure, cost base and
competitive position, the Board determined that the AllServe offer presents
the best course of action for the company," continued Mr. Schwarz. "We look
forward to the recapitalization of our business and the additional investments
in technology and off-shore capacity that will be possible given the financial
flexibility provided by AllServe. We believe that this transaction will
enable Aegis to be more competitive in our industry and will further our goal
of being the provider of choice for our present and prospective clients."
Mr. A Kapoor, Chief Operating Officer for AllServe, noted, "AllServe will
bring much needed financial strength to Aegis and will make substantial
investments in upgrading the technology infrastructure and marketing programs.
Aegis' strong brand in the US market combined with AllServe's strong European
presence will allow Aegis to leverage the European markets and build a global
service delivery model. This transaction will benefit both Aegis' employees
and its customers, who will be able to get more value added services through a
global service delivery model."
Aegis Profile
Aegis Communications Group, Inc. (Aegis) is a marketing services company
that shows companies how to make customer care and acquisition more
profitable. Aegis' services are provided to a blue chip, multinational client
portfolio through a network of client service centers employing approximately
4,300 people and utilizing over 5,100 production workstations. Further
information regarding Aegis and its services can be found on its website at
www.aegiscomgroup.com
.
AllServe Profile
AllServe Systems is a UK based company with global presence. It provides
IT Enabled services and IT services to global fortune 1000 customers. In the
last 10 years AllServe has built a creditable track record and reputation for
delivering high quality services and processes.
AllServe's businesses are organized around a number of major industry
verticals and its team of 1500 strong IT professionals brings strong domain
expertise, extensive technology skills & continuous innovation. As a company,
we are committed to continually invest in people, processes, infrastructure
and facilities to ensure highest levels of performance and 100 percent
customer satisfaction. AllServe and its services can be found on its website
at
www.allservesystems.com
Pennies not a zero sum game as much as some zero game.
