Filed by Sykes Enterprises, Incorporated
Pursuant to Rule 425
Under the Securities Act of 1933
Subject Company: ICT Group, Inc.
Commission File No.: 333-162729
The following press release was issued by Sykes Enterprises, Incorporated and ICT Group, Inc. on
January 29, 2010.
FOR IMMEDIATE RELEASE
JANUARY 29, 2010
Sykes Enterprises Incorporated and ICT Group, Inc.
Announce Exchange Ratio for Merger
TAMPA, FL and NEWTOWN, PA January 29, 2010 (GLOBE NEWSWIRE) Sykes Enterprises,
Incorporated (SYKES) (Nasdaq:SYKE), a global leader in providing outsourced customer contact
management solutions and services in the business process outsourcing (BPO) arena, and ICT Group,
Inc. (ICT) (Nasdaq:ICTG), a leading global provider of customer management and business process
outsourcing (BPO) solutions, announced today that the exchange ratio to be used in connection with
the merger of ICT with a wholly-owned subsidiary of SYKES will be 0.6846 and that each share of ICT
common stock will be converted in the merger into the right to receive $7.69 in cash (without
interest) and 0.3423 of a share of SYKES common stock, provided that the shareholders of ICT adopt
the merger agreement at the ICT shareholders meeting to be held on February 2, 2010, all other
conditions to the closing of the merger are met or waived by the parties on such date and that the
merger is consummated following the closing of trading on February 2, 2010.
Pursuant to the terms of the merger agreement, the calculation of the exchange ratio is based
on the volume weighted average sales price of SYKES common stock for the 10 trading-day period
ending on (and including) the third trading day immediately prior to the effective time of the
merger, subject to a symmetrical collar of 7.5% above and 7.5% below $20.8979 per share. Therefore
in the event that the closing of the merger does not take place as anticipated on February 2, 2010,
the exchange ratio and merger consideration per share of ICT common stock may need to be
recalculated in accordance with the terms of the merger agreement.
Additional Information
In connection with the proposed merger, SYKES has filed with the SEC a Registration Statement
on Form S-4 containing a definitive proxy statement of ICT that also constitutes a prospectus of
SYKES. ICT has mailed the definitive proxy statement/prospectus to its shareholders. SYKES and ICT
urge investors and security holders to read the definitive proxy statement/prospectus regarding the
proposed merger because it contains important information. You may obtain copies of all documents
filed with the Securities and Exchange Commission regarding this transaction, free of charge, at
the SECs website (www.sec.gov). You may also obtain these documents free from SYKES at
http://investor.SYKES.com/phoenix.zhtml?c=119541&p=irol-sec,or by contacting SYKES Investor
Relations Department at 1-813-233-7143, or by contacting MBS Value Partners at 1-212-750-5800. You
may also obtain these documents, free of charge, from ICT at www.ictgroup.com.
SYKES, ICT and their respective directors, executive officers and certain other members of
management and employees may be soliciting proxies from ICT shareholders in favor of the merger.
Information regarding the persons who may, under the rules of the SEC, be deemed participants in
the solicitation of the ICT shareholders in connection with the proposed merger are set forth in
the definitive proxy statement/prospectus that has been filed with the SEC. You can find
information about SYKES executive officers and directors in the proxy statement for SYKES 2009
annual meeting of shareholders, filed with the SEC on April 22, 2009. You can find information
about ICTs executive officers and directors in the proxy statement for ICTs 2009 annual meeting
of shareholders, filed with the SEC on April 29, 2009. Free copies of these documents may be
obtained from SYKES and ICT as described above.
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CONTACT: |
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Sykes Enterprises, Incorporated
Subhaash Kumar
(813) 233-7143 |