Published: July 07, 2011
APAC Customer Services to be Acquired by One Equity Partners
BANNOCKBURN, Ill. & CHICAGO - (BUSINESS WIRE) - APAC Customer Services, Inc. ("APAC" ) (Nasdaq: APAC), a leader in global
outsourced services and solutions, and One Equity Partners ("One Equity"
or "OEP" ) the private investment arm of JPMorgan Chase & Co, announced
today that they have entered into a definitive merger agreement under
which an affiliate of One Equity will acquire 100% of APAC, through an
all-cash transaction with an aggregate equity value of approximately
$470 million. APAC's Board of Directors has unanimously approved the
transaction.
Under the terms of the agreement, One Equity Partners will pay APAC
stockholders $8.55 per share in cash, which represents a premium of
approximately 57% over APAC's closing share price on July 6, 2011, the
last trading day prior to today's announcement. The acquisition is
anticipated to be funded through committed equity and credit facilities
and is not subject to any financing contingencies.
Theodore G. Schwartz and his affiliated entities, representing
approximately 39% of APAC's outstanding shares, have entered into a
voting agreement to vote in favor of the transaction. The transaction is
expected to close in the fourth quarter of 2011, subject to the
satisfaction of customary closing conditions, including
Hart-Scott-Rodino clearance and approval of APAC's shareholders.
One Equity is the majority owner of NCO Group, Inc., a leading global
provider of business process outsourcing services. OEP will seek to
combine APAC with NCO Group to build market leadership in business
process outsourcing and customer care solutions.
"We believe that this transaction, at a 57% premium to yesterday's
closing price, represents compelling value, and the Board is pleased to
recommend this deal to APAC's shareholders," stated Theodore Schwartz,
Chairman of APAC.
"APAC has a market-leading reputation for delivering exceptional
customer experiences. We believe this combination will allow both APAC
and NCO to enhance the levels of service and support that they currently
provide to their valued customers," said Tom Kichler, Managing Director
at One Equity Partners. "We are excited about investing behind the
growth of these two great businesses."
Kevin Keleghan, APAC's President and CEO, commented, "We are thrilled to
be entering into a new chapter in APAC's history. My management team and
I look forward to working with One Equity Partners to build a
world-class enterprise dedicated to enhancing the customer experience.
We believe that a partnership with NCO will create new opportunities for
our company, our clients, and our people."
Advisors
Credit Suisse Securities (USA) LLC served as financial advisor to APAC
on the transaction. Kirkland & Ellis LLP served as legal advisor to APAC.
Dechert LLP served as legal advisor to One Equity Partners.
About APAC Customer Services, Inc.
APAC Customer Services, Inc. (NASDAQ: APAC) is a leading provider of
quality customer care services and solutions to market leaders in
healthcare, business services, communications, media & publishing,
travel & entertainment, financial services and technology industries.
APAC partners with its clients to deliver custom solutions that enhance
bottom-line performance. For more information, call 1-800-OUTSOURCE.
APAC's comprehensive web site is http://www.apaccustomerservices.com.
About One Equity Partners
One Equity Partners is the private investment arm of JPMorgan Chase &
Co. and manages over $10.5 billion in commitments and investments solely
for the bank. OEP enters into long-term partnerships with companies to
create sustainable value through long-term growth driven both
organically and inorganically. Founded in 2001, OEP has 39 investment
professionals in New York, Chicago, Silicon Valley, Frankfurt, Hong Kong
and elsewhere around the globe. Visit www.oneequity.com
for more information.
About NCO Group, Inc.
NCO Group, Inc. is a leading global provider of business process
outsourcing services, primarily focused on accounts receivable
management and customer relationship management. NCO provides services
through over 100 offices throughout North America, Asia, Europe and
Australia. Visit www.ncogroup.com/
for more information.
Forward-Looking Statements
Statements in this press release regarding the proposed transaction
between APAC and OEP, the expected timetable for completing the
transaction, future financial and operating results, benefits of the
transaction, future opportunities for the combined company and any other
statements by management of APAC, OEP and NCO concerning future
expectations, beliefs, goals, plans or prospects constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Generally, forward-looking statements
include expressed expectations, estimates and projections of future
events and financial performance and the assumptions on which these
expressed expectations, estimates and projections are based. Statements
that are not historical facts, including statements about the beliefs
and expectations of the Company and its management are forward-looking
statements. All forward-looking statements are inherently uncertain as
they are based on various expectations and assumptions about future
events, and they are subject to known and unknown risks and
uncertainties and other factors that can cause actual events and results
to differ materially from historical results and those projected. Such
statements are based upon the current beliefs and expectations of the
Company's management. The Company intends its forward-looking statements
to speak only as of the date on which they were made. The Company
expressly undertakes no obligation to update or revise any
forward-looking statements as a result of changed assumptions, new
information, future events or otherwise.
The following factors, among others, could cause the Company's actual
results to differ from historic results or those expressed or implied in
the forward-looking statements: its revenue is generated from a limited
number of clients and the loss of one or more significant clients or
reduction in demand for services could have a material adverse effect on
the Company; the performance of its clients and general economic
conditions; its financial results depend on the ability to effectively
manage production capacity and workforce; the terms of its client
contracts; its ability to sustain profitability; its availability of
cash flows from operations and compliance with debt covenants and
funding requirements under the Company's credit facility; its ability to
conduct business internationally, including managing foreign currency
exchange risks; its principal shareholder can exercise significant
control over the Company; and its ability to attract and retain
qualified employees; the potential for downward pricing pressures in its
industry and other competitive factors; changes to government
regulations; the effect of rapid technology changes; acts of God,
political instability or other events outside its control; the impact
from unauthorized disclosure of sensitive or confidential client or
customer data; the inability to complete the acquisition in a timely
manner, if at all; the inability to complete the acquisition due to the
failure to obtain stockholder approval or the failure to satisfy other
conditions to completion of the acquisition, including expiration or
termination of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976; the occurrence of any event, change or other
circumstance that could give rise to the termination of the agreement;
the possibility that competing offers will be made; the effect of a
change in APAC's business relationships, operating results and business
generally, diversion of management's attention from ongoing business
concerns as a result of the pendency or consummation of the acquisition;
the possibility that legal proceedings may be instituted against APAC or
others relating to the acquisition and the outcome of such proceedings;
and other risk factors listed in APAC's most recent SEC filings .
Other reasons that may cause actual results to differ from historic
results or those expressed or implied in the forward-looking statements
can be found in the Company's Annual Report on Form 10-K for the fiscal
year ended January 2, 2011 and its subsequent filing on Form 10-Q for
the fiscal quarter ended April 3, 2011. Our filings are available under
the investor relations section of our website at http://www.apaccustomerservices.com
and on a website maintained by the SEC at http://www.sec.gov.
Additional Information
In connection with the proposed merger, APAC will file with the SEC
relevant materials, including a preliminary proxy statement on Schedule
14A with respect to the special meeting of stockholders that will be
held to consider the merger. When completed and filed, the definitive
proxy statement and a form of proxy will be mailed to the stockholders
of APAC. APAC URGES INVESTORS AND SECURITY HOLDERS TO READ THE PROXY
STATEMENT INCLUDING ANY AMENDMENTS OR SUPPLEMENTS AND ANY OTHER RELEVANT
DOCUMENTS APAC FILES WITH THE SEC REGARDING THE PROPOSED MERGER WHEN IT
BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT
APAC AND THE PROPOSED ACQUISITION. Copies of all documents filed with
the SEC regarding this transaction can be obtained, free of charge, at
the SEC's website (www.sec.gov).
They can also be obtained from the Investor Relations section of APAC's
website at http://ir.apaccustomerservices.com/index.cfm.
APAC and its respective directors, executive officers and certain other
members of management may be soliciting proxies from APAC shareholders
in favor of the merger. Information regarding the persons who, under the
rules of the SEC, may be deemed participants in the solicitation of the
APAC shareholders in connection with the proposed merger will be set
forth in the proxy statement when it is filed with the SEC. You can find
information about APAC's executive officers and directors in the proxy
statement for APAC's 2011 annual meeting of shareholders, filed with the
SEC on April 22, 2011. Copies of these documents may also be obtained
from APAC as described above.
APAC Customer Services, Inc.
Andrew B. Szafran, 847-374-1949
Senior
Vice President and Chief Financial Officer
ABSzafran@APACMail.com
or
Investor
Relations:
Lippert/Heilshorn & Associates
Harriet
Fried / Jody Burfening, 212-838-3777
HFried@lhai.com
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