NCO Group Announces Receipt of 'Going Private' Proposal at $27.50 Per Share
2006年5月16日 - 9:47PM
PRニュース・ワイアー (英語)
HORSHAM, Pa., May 16 /PRNewswire-FirstCall/ -- NCO Group, Inc.
("NCO" or the "Company") (NASDAQ:NCOG), a leading provider of
business process outsourcing services, announced today that its
Board of Directors received yesterday a proposal from Michael J.
Barrist, Chairman and Chief Executive Officer of the Company, to
acquire all of the outstanding shares of the Company for $27.50 per
share in cash. Mr. Barrist intends to partner in this transaction
with One Equity Partners II, L.P. A copy of the text of the
proposal letter is set forth below. The Board of Directors of the
Company is scheduled to meet later today and intends to form a
Special Committee of independent directors to consider the
proposal. The Special Committee will retain independent financial
advisors and legal counsel to assist it in its work. The Board of
Directors cautions the Company's shareholders and others
considering trading in its securities that the Board of Directors
has just received the proposal and no decisions have been made by
the Board of Directors with respect to the Company's response to
the proposal. There can be no assurance that any agreement will be
executed or that any transaction will be approved or consummated.
May 12, 2006 CONFIDENTIAL - Sent Via Federal Express Board of
Directors NCO Group, Inc. 507 Prudential Road Horsham, Pennsylvania
19044 Gentlemen: I propose to acquire by merger all of the
outstanding common stock of the Company for $27.50 per share, on
the terms and conditions more fully set forth below (the "Proposed
Transaction"). This price represents a 42% premium above today's
closing price of $19.36 and a 33.8% premium above the 90-day
average price of $20.56 per share. I intend to partner in this
transaction with One Equity Partners II, L.P. One Equity Partners
II and its affiliated funds manage over $5 billion in capital, have
acquired over 20 portfolio companies for aggregate consideration of
over $7 billion, and have extensive experience with management-led
leveraged buyouts. Given the extensive work that has already been
completed by One Equity and Morgan Stanley, the fact that we have
committed financing and our collective knowledge of the Company and
its industry, I believe we can quickly and with great certainty
complete an acquisition of the Company at what I think is a very
attractive price. The Proposed Transaction would be financed
through a combination of approximately $388 million of equity and
approximately $815 million of debt. Morgan Stanley has provided to
One Equity Partners II a commitment for the full amount of the debt
financing (including, if necessary, a bridge facility) required to
fund the Proposed Transaction which One Equity Partners II is
prepared to accept if we move forward with the Proposed
Transaction. A copy of Morgan Stanley's commitment is enclosed. I
would make a significant investment in the transaction and would
expect to provide other members of the Company's senior management
team with the opportunity to participate as well. I would continue
as chairman and CEO of the Company following the transaction, and I
expect that our senior management team would also continue with the
Company. I know you are aware of my strong belief that the Company
would be best served by a prompt resolution of this process.
Accordingly, if we promptly enter into the Proposed Transaction,
our proposed merger agreement would expressly permit the Company to
solicit superior alternative transactions for a period of 21 days
after execution of the merger agreement (the "Go Shop Period") and,
at any time prior to shareholder approval of the transaction, to
terminate our merger agreement to accept a superior proposal,
subject to customary "matching rights." Further, if the Company
terminates our merger agreement to accept a superior proposal that
was received during the Go Shop Period, the Company would be
required to pay a break up fee equal to only 1% of the transaction
value, plus reimbursement of actual expenses. If the Company
terminates our merger agreement to accept a superior proposal
received after the Go Shop Period, the Company would be required to
pay a break fee of 3% of the transaction value. Under this
arrangement, the Company will be able to guarantee a high premium
value for the Company without foreclosing the possibility, which I
believe is unlikely, of obtaining an even greater value from a
third party. This proposal is subject to satisfactory completion of
confirmatory due diligence by One Equity Partners and Morgan
Stanley and the negotiation and execution of acceptable definitive
documentation. Based on discussions I have had with One Equity
Partners and Morgan Stanley, I am confident that their diligence
will confirm their assumptions. Further, given the extensive work
they have performed to date, I believe that, with your cooperation,
their diligence can be completed within 7 to 10 days, concurrently
with the negotiation and finalization of definitive documentation.
I anticipate that you will promptly establish a special committee
of independent directors to review this proposal and consider how
the Company should proceed. To facilitate this process I enclose a
copy of our proposed merger agreement. Of course, no binding
obligation shall arise with respect to the proposal or any
transaction unless and until definitive documentation has been
appropriately approved, executed and delivered by the parties. I
believe that this proposal is in the best interest of the Company,
its shareholders and its employees and I look forward to discussing
this proposal with you in the near future. Very truly yours, /s/
Michael J. Barrist Michael J. Barrist About NCO Group, Inc. NCO
Group, Inc. is a global provider of business process outsourcing
services, primarily focused on accounts receivable management and
customer relationship management. NCO provides services through 100
offices in the United States, Canada, the United Kingdom, India,
the Philippines, the Caribbean and Panama. For further information
contact: NCO Investor Relations (215) 441-3000
http://www.ncogroup.com/ Certain statements in this press release,
including, without limitation, statements concerning strategic
initiatives, statements as to NCO's or management's beliefs,
expectations or opinions, and all other statements in this press
release, other than historical facts, are forward-looking
statements, as such term is defined in the Securities Exchange Act
of 1934, which are intended to be covered by the safe harbors
created thereby. Forward- looking statements are subject to risks
and uncertainties, are subject to change at any time and may be
affected by various factors that may cause actual results to differ
materially from the expected or planned results. In addition to the
factors discussed above, certain other factors, including without
limitation, the risk that NCO will not be able to implement its
business strategy as and when planned, the risk that NCO will not
be able to realize operating efficiencies in the integration of its
acquisitions or that the restructuring charges will be greater than
anticipated, risks related to union organizing efforts at the
Company's facilities, risks related to the ERP implementation,
risks related to the final outcome of the environmental liability,
risks related to past and possible future terrorists attacks, risks
related to the economy, the risk that NCO will not be able to
improve margins, risks relating to growth and acquisitions,
including the acquisition of Risk Management Alternatives, Inc.,
risks related to fluctuations in quarterly operating results, risks
related to the timing of contracts, risks related to international
operations, and other risks detailed from time to time in NCO's
filings with the Securities and Exchange Commission, including the
Annual Report on Form 10-K for the year ended December 31, 2005,
can cause actual results and developments to be materially
different from those expressed or implied by such forward-looking
statements. The Company disclaims any intent or obligation to
publicly update or revise any forward-looking statements,
regardless of whether new information becomes available, future
developments occur or otherwise. DATASOURCE: NCO Group, Inc.
CONTACT: NCO Investor Relations, +1-215-441-3000 Web site:
http://www.ncogroup.com/
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