Acquisition Provides a Complementary Growth Platform and Expands
Convergys' Integrated Automated and Live Agent Offering
CINCINNATI & DALLAS--(Business Wire)--
Convergys Corporation (NYSE: CVG) and Intervoice, Inc. (NASDAQ:
INTV) announced today that the Boards of Directors of both companies
have approved a definitive merger agreement under which Convergys will
acquire Intervoice for $335 million in cash or $8.25 per share. The
consideration represents a premium of 24 percent to Intervoice's
closing stock price on July 15, 2008, the last trading day prior to
the announcement of the agreement. Convergys expects the acquisition
to be accretive beginning in 2009 on a non-GAAP basis, excluding
amortization and one time costs.
With its strong global brand, innovative technology, and large and
loyal customer base, Intervoice is a leader in the software-based
interactive voice response, contact center, and mobile messaging
technology and applications markets. Intervoice is also recognized in
the leader's quadrant among its peers as acknowledged in Gartner,
Inc.'s 'Magic Quadrant for Interactive Voice Response Systems and
Enterprise Voice Portals, 2008' report published February 19, 2008.
The report states that "Intervoice has a strong track record and
experience in delivering IVR and speech applications through packaged
applications, complemented by service engagements."
Acquisition Strategic and Financial Benefits
Comprehensive product and services offering - By integrating
Intervoice's complementary speech automation, Web self-care, and
mobile applications, Convergys will be able to offer a comprehensive
array of automated and live agent services. Intervoice's products and
services portfolio provides Convergys with an expanded offering,
reduced time to market, and enhanced differentiation in the large and
growing automated services market.
Expanded client base and growth opportunities in global market -
Intervoice serves thousands of enterprises and network service
providers in 80 countries across multiple industries, including
financial services, healthcare, retail and manufacturing,
telecommunications, utilities, and transportation and travel.
Intervoice's extensive global channel and technology partnerships and
sales presence provide Convergys with a number of cross-selling
opportunities to further penetrate current markets and access new
markets and geographies. These cross-selling opportunities as well as
the new bundled product offerings are expected to accelerate Convergys
revenue growth in 2009 and beyond.
"Separately, these companies have been strong strategic partners
delivering products that have created opportunities for customers like
us," said Robert Strickland, Senior Vice President and Chief
Information Officer at T-Mobile USA. "If they come together, we look
forward to seeing them continue to build on their ability to bring
solutions to the market that place customer relationships at the
center."
Predictable revenue with attractive contribution margins -
Intervoice revenues for its fiscal year ended February 28, 2008, were
$202.4 million. More than fifty percent of these revenues are
maintenance and hosted services revenues that are predictable and
recurring. These maintenance and hosted services, along with the rest
of Intervoice's portfolio of products and services, generate
attractive contribution margins.
"This acquisition is part of our plan to be the market leader in
Relationship Management solutions," said Dave Dougherty, Convergys
President and CEO. "Clients are demanding high-quality, integrated,
relationship management solutions, combining both automated and live
agent services, to drive more value from their relationships with
their customers and employees. We believe acquiring Intervoice allows
us to compete more effectively as a single-source provider and enables
us to grow our revenues and our earnings. We're very excited about
this transaction and the value we expect it to create for our clients
and shareholders, as well as the opportunities we expect it to create
for Convergys and Intervoice employees."
"While Intervoice has performed well independently for 25 years,
this transaction should create significant value for our shareholders,
new opportunities for our employees, and enhanced ways to drive our
customers' success," said Robert Ritchey, CEO of Intervoice.
"Convergys is an industry leader that shares our passion for
innovative technology and excellence in customer service. We expect
our complementary product and services suites to optimize relationship
management across all industry segments. We look forward to joining
the Convergys team."
Transaction Summary
Under the agreement, Convergys will commence a tender offer for
all outstanding shares of Intervoice common stock for $8.25 per share
no later than August 1, 2008. Following completion of the tender
offer, the parties will effect a second-step merger in which remaining
Intervoice shareholders will receive the same price per share.
The transaction is subject to customary closing conditions and
regulatory approvals as well as the valid tender of two-thirds the
outstanding shares of Intervoice common stock. Convergys expects the
transaction to close in the third quarter of 2008.
Convergys intends to initially fund the transaction through
existing and new credit facilities and cash on hand. The tender offer
is not subject to a financing contingency.
Following the close of the transaction, Intervoice results will be
included in the results of Convergys' Customer Management Segment.
Conference Call and Webcast
Convergys and Intervoice will host a conference call on July 16,
2008, at 9:00 AM, Eastern Daylight Time, to discuss today's
announcement. A live webcast of the conference call and accompanying
slides can be accessed at www.convergys.com and www.intervoice.com
About Intervoice
Intervoice (NASDAQ: INTV) is a world leader in delivering natural,
intuitive ways for people to interact, transact, and communicate.
Intervoice software and professional services enable innovative voice
portal, IP contact center, hosted and mobile messaging, and
self-service applications. More than 5,000 customers in 80 countries
have relied on Intervoice, including many of the world's leading
financial and healthcare institutions, telecommunications companies,
utilities, and governments. For more information, visit
www.intervoice.com
(Intervoice and the Intervoice logo are registered trademarks of
Intervoice, Inc.)
About Convergys
Convergys Corporation (NYSE: CVG) is a global leader in
relationship management. We provide solutions that drive more value
from the relationships our clients have with their customers and
employees. Convergys turns these everyday interactions into a source
of profit and strategic advantage for our clients.
For 25 years, our unique combination of domain expertise,
operational excellence, and innovative technologies has delivered
process improvement and actionable business insight to clients that
now span more than 70 countries and 35 languages.
Convergys is a member of the S&P 500 and has been voted a Fortune
Most Admired Company for eight consecutive years. We have
approximately 75,000 employees in 87 customer contact centers and
other facilities in the United States, Canada, Latin America, Europe,
the Middle East, and Asia, and our global headquarters in Cincinnati,
Ohio. For more information, visit www.convergys.com
(Convergys and the Convergys logo are registered trademarks of
Convergys Corporation.)
To receive Convergys news releases by email, click on
http://www.convergys.com/news_email.html
Additional Information
This news release is neither an offer to purchase nor a
solicitation of an offer to sell shares of Intervoice. At the time
Convergys commences the tender offer, it will file a Tender Offer
Statement on Schedule TO with the U.S. Securities and Exchange
Commission (the "SEC") and Intervoice will file a
Solicitation/Recommendation Statement on Schedule 14D-9 with respect
to the tender offer.
THE TENDER OFFER WILL BE MADE SOLELY BY THE TENDER OFFER
STATEMENT. THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE,
A RELATED LETTER OF TRANSMITTAL, AND ALL OTHER OFFER DOCUMENTS) AND
THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT
INFORMATION AND SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE
WITH RESPECT TO THE TENDER OFFER.
The Offer to Purchase, the related Letter of Transmittal, and
certain other offer documents, as well as the
Solicitation/Recommendation Statement, will be made available to all
stockholders of Intervoice, at no expense to them. The Tender Offer
Statement (including the Offer to Purchase, the related Letter of
Transmittal, and all other offer documents filed by Convergys with the
SEC) and the Intervoice Solicitation/Recommendation Statement will
also be available for free at the SEC's website at www.sec.gov
Forward Looking Information
This news release contains certain forward-looking statements with
respect to the financial condition, results of operations, and
business of Convergys and Intervoice and certain of the plans and
objectives of Convergys and Intervoice with respect to these items,
including without limitation, completion of the tender offer and
merger and comments regarding the post-transaction business of
Convergys. Completion of the tender offer and merger are subject to
conditions, including satisfaction of a minimum tender condition and
the need for regulatory approvals, and there can be no assurance those
conditions can be satisfied or that the transactions described in this
news release will be completed. The remarks concerning the
post-transaction business of Convergys are subject to risks associated
with the ability of Convergys to successfully integrate Intervoice's
business with its own, as well as factors commonly affecting these
businesses. By their nature, forward-looking statements involve risk
and uncertainty because they relate to events and depend on
circumstances that will occur in the future and there are many
factors, including, the risk factors detailed in Convergys and
Intervoice filings with the Securities and Exchange Commission,
including the Annual Reports on Form 10-K and Quarterly Reports on
Form 10-Q, that could cause actual results and developments to differ
materially from those expressed or implied by these forward-looking
statements. Forward-looking statements are only as of the date they
are made, and we do not undertake to update these statements to
reflect subsequent changes except as required by federal securities
law.
Convergys
Investor Contact, David Stein
+1 513 723 7768 or investor@convergys.com
or
Media Contact, John Pratt
+1 513 723 3333 or john.pratt@convergys.com
or
Intervoice
Investor Contact, Rob Sutton
+1 972 454-8891 or rob.sutton@intervoice.com
or
Media Contact, Michelle Basch
+1 650 386 3386 or michelle.basch@intervoice.com
Copyright Business Wire 2008
