Read
Global BPO Services Corp. Provides Further Information on Planned Tender Offer
* Reuters is not responsible for the content in this press release.
BOSTON, July 23 /PRNewswire-FirstCall/ -- Global BPO Services Corp.
(AMEX: OOO) ("GBPO") today announced that it is providing clarifying
information regarding its planned tender offer for up to 30 million shares of
common stock. As previously announced, assuming stockholder approval of both
the Stream merger and the approval of the issuance of the Convertible
Preferred Stock to an affiliate of Ares Management LLC ("Ares"), Global BPO
will begin the tender offer as soon as practicable and legally permissible
after the closing of the Stream merger. Global BPO expects to commence the
tender offer no more than one week after the closing of the Stream merger.
The tender will be open for stockholders to tender their shares, if they so
desire, for a period of 20 business days. Global BPO does not intend to
extend the tender offer period beyond 20 business days. The Company will make
payments at $8 per share for tendered shares immediately after the closing of
the tender offer. Global BPO expects that the tender offer will close and cash
payments of $8 per share will be made under the tender offer in early
September 2008. Global BPO believes that the tender offer provides maximum
flexibility for its stockholders to elect either to hold their shares
following the close of the tender offer or participate in the tender offer and
provides the most expeditious path to liquidity for those holders who desire
to receive cash for their common stock.
The closing of the Stream merger is conditioned on holders, as of the July
3, 2008 record date, of a majority of the outstanding shares of Global BPO
common stock issued in its IPO voting in favor of the merger, as well as
holders of less than 30% of such outstanding shares dissenting and electing
conversion of their shares into a pro rata share of the funds held in the
Global BPO trust account. As of July 31, 2008, the per share amount held in
the trust account is expected to be approximately $7.89 per share (reduced
from the amount per share as of June 30, 2008 as result of income tax
payments). In the event that greater than 30% of the outstanding common
shares held by the public dissent and elect conversion of their shares into a
pro rata share of the funds held in the Global BPO trust account, the holders
will have to wait until after October 17, 2009 for distribution of their pro
rata share of the funds held in the Global BPO trust account.
The Annual Meeting of Stockholders will be held on Tuesday, July 29, 2008
at 10:00 a.m. at the offices of Wilmer Cutler Pickering Hale and Dorr LLP, 399
Park Avenue, 31st Floor, New York, NY. Among the agenda items that
stockholders will vote on is the proposed acquisition of Stream for $200
million in cash, the proposed issuance of $150 million of Convertible
Preferred Stock to Ares, the creation of the stock plan and other matters.
We encourage all of our stockholders to attend the meeting in person.
About Global BPO Services Corp.
Global BPO is a special purpose acquisition corporation (a "SPAC") formed
in June of 2007 for the purpose of acquiring a business process outsourcing
company. Global BPO consummated its initial public offering on October 23,
2007. Subject to completion of its pending acquisition of Stream, Global BPO
as a SPAC has not yet commenced any material business activities.
About Ares Management LLC
Founded in 1997 by a group of experienced investment professionals, Ares
manages investment capital in private equity, capital markets (principally
leveraged loans, high-yield bonds, and distressed debt), and private debt
(primarily through Ares Capital Corporation (Nasdaq: ARCC), a publicly-traded
specialty finance company). Through these three complementary lines of
business, Ares has the ability to provide capital to companies at any place in
the capital structure and at any stage of development. Ares is an SEC
registered investment advisor and has grown committed capital under management
from approximately $3.8 billion of committed capital in 2003 to in excess of
$25 billion as of mid-2008. As of June 2008, Ares (based in Los Angeles,
California) has more than 240 employees with offices in Los Angeles, New York
and London. For more information, visit the Ares website at www.aresmgmt.com.
Additional Information
Global BPO has filed with the U.S. Securities and Exchange Commission
("SEC") a definitive proxy statement, and a supplement thereto, in connection
with the proposed acquisition of Stream and has mailed a definitive proxy
statement and other relevant documents to Global stockholders. Stockholders of
Global BPO and other interested persons are advised to read, Global BPO's
definitive proxy statement, as supplemented, in connection with Global BPO's
solicitation of proxies for the special meeting to be held to approve the
acquisition because the proxy statement, as supplemented, contains important
information about Global BPO, Stream and the proposed acquisition. The
definitive proxy statement has been mailed to stockholders as of a record date
on July 3, 2008. Stockholders will also be able to obtain a copy of the
definitive proxy statement, and supplement, , without charge at the SEC's
Internet site at http://www.sec.gov or by directing a request to: Global BPO
Services Corp., 125 High Street, 30th Floor, High Street Tower, Boston, MA
02110, telephone (617) 517-3252.
Global BPO and its directors and its officers may be deemed participants
in the solicitation of proxies from Global BPO's stockholders. A list of the
names of those directors and the officers and descriptions of their interests
in Global BPO is contained in the proxy statement. The tender offer described
above has not yet commenced and will be made only pursuant to, a tender offer
statement on Schedule TO and related exhibits, including the offer to
purchase, letter of transmittal and other related documents, to be filed with
the SEC following the closing of the acquisition of Stream and closing of the
sale of convertible preferred stock to Ares. Shareholders should read the
offer to purchase and the tender offer statement on Schedule TO and related
exhibits when such documents are filed and become available, as they will
contain important information about the tender offer. Shareholders can obtain
these documents when they are filed and become available free of charge from
the SEC's website at www.sec.gov, or from Global BPO at the address shown
above.
Forward-looking Statements
This communication contains "forward-looking statements" which represent
the current expectations and beliefs of management Global BPO concerning the
proposed acquisition of Stream and other future events and their potential
effects on Global BPO and Stream. The statements, analyses, and other
information contained herein relating to the proposed acquisition, as well as
other statements including words such as "anticipate," "believe," "plan,"
"estimate," "expect," "intend," "will," "should," "may," and other similar
expressions, are "forward-looking statements" under the Private Securities
Litigation Reform Act of 1995. These forward-looking statements are not
guarantees of future results and are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
anticipated. Those factors include, without limitation: (1) whether the
shareholders of Global BPO approve the proposed acquisition and proposed sale
of preferred stock; (2) the satisfaction of the other conditions to closing
specified in both the merger agreement and preferred stock purchase agreement;
(3) the ability of Global BPO to obtain all necessary stockholder approvals
prior to the termination of the merger agreement and preferred stock purchase
agreement (October 1, 2008); and (4) the closing of Global BPO's proposed bank
credit facility. The ability of Global BPO and Stream to achieve forecasted
results are subject to various risks and uncertainties, including: (1) the
ability to successfully combine the businesses of Global BPO and Stream; (2)
operating costs and business disruption following the acquisition, including
adverse effects on relationships with employees; (3) changes in the stock
market and interest rate environment that affect revenues; (4) the ability of
Stream to retain its existing customers and attract new customers following
the closing; (5) retention of key employees following closing; (6) general
economic conditions such as inflation or recession; (7) general political and
social conditions such as war, political unrest and terrorism; (8) ability to
maintain or increase billing and utilization rates; (9) success of expansion
internationally; (10) competition; (11) ability to move the product mix into
higher margin businesses; (12) operating Stream as a public company; (13)
healthcare and benefit cost management; and (14) currency fluctuation and
exchange rate adjustments. The foregoing is intended only to identify certain
of the principal factors that could cause actual results to differ from those
discussed in the forward-looking statements. Readers are referred to the
reports and documents filed from time to time by us and to be filed in the
future by us with the Securities and Exchange Commission for a discussion of
these and other important risk factors that could cause actual results to
differ from those discussed in forward-looking statements to reflect
subsequent events or circumstances.
SOURCE Global BPO Services Corp.
Sheila M. Flaherty, Executive Vice President & General Counsel,
+1-617-517-3252, sheilaflaherty@globalbpo.biz
Comments (0)
This discussion is now closed. We welcome comments on our articles for a limited period after their publication.



Follow Reuters