Genesys, a leading provider of customer engagement and contact
center solutions, today announced it signed a definitive agreement
to acquire SoundBite Communications (Nasdaq:SDBT) for a price of
$5.00 per share. SoundBite delivers cloud-based proactive
collections, payments, and mobile marketing applications, as well
as proactive customer service solutions to enterprises.
The transaction, which has been unanimously approved by the
Boards of Directors of SoundBite and also by Genesys, will be
accomplished pursuant to a cash tender offer followed by a second
step merger. The $5.00 per share cash offer price represents a
total equity value of SoundBite of approximately $100.4 million, on
a fully-diluted basis. The closing of the transaction is expected
to occur early in the third quarter of 2013.
The proposed acquisition will strengthen the Genesys cloud
solutions portfolio, building on its recent acquisition of Angel
for self-service and contact center solutions. Cloud-based
sales, marketing, and customer service solutions provide companies
with the ability to better acquire, service, and grow their
business with new and existing customers by offering purpose-built
applications that can be deployed quickly by business users.
Those users can be located in departments across the enterprise
including marketing, accounts receivable, collections, and contact
centers.
News Facts:
- The acquisition is expected to contribute approximately $50
million in cloud-based revenue to Genesys, bringing the total to
over $135 million for Genesys' growing cloud business. The
acquisition will bring Genesys additional expertise in developing,
marketing, and selling cloud-based customer engagement solutions
and adds approximately 450 new end-customers to its existing base
of 800 Genesys cloud customers. Combined with Genesys' current
cloud business, SoundBite will further extend Genesys' leadership
position in cloud solutions for marketing, sales, and customer
service.
- With the addition of SoundBite's market-leading applications,
Genesys will enrich its portfolio of cloud-based solutions for
marketing, sales and collections departments, and strengthen its
ability to address additional user communities across the
enterprise.
- The SoundBite applications complement the Genesys cloud-based
customer engagement solutions with additional mobile capabilities,
including self-service text messaging, and mobile marketing
capabilities, including mobile coupons, in-store marketing, mobile
web sites, and on-package QR codes.
Supporting Quotes:
"Cloud solutions that quickly solve business challenges are in
high demand, and offering these solutions is core to our mission,"
said Paul Segre, President and CEO of Genesys. "The
acquisition of SoundBite will expand our portfolio to help our
customers meet these challenges, and continues our rapid expansion
into cloud solutions in both new and existing markets."
"This transaction provides our stockholders with a significant
premium for their shares, and presents SoundBite with an exciting
new endeavor that makes tremendous sense for the market," said Jim
Milton, President and CEO of SoundBite. "We believe existing
SoundBite customers will value the benefits of being part of the
global Genesys community made up of the world's leading innovators
in customer experience."
Transaction Highlights:
Under the terms of the definitive agreement, Genesys will
commence a cash tender offer to purchase all of SoundBite's
outstanding shares for $5.00 per share, net to the seller in cash,
without interest and less any applicable withholding taxes. The
tender offer will remain open for at least 20 business days
following its commencement. The completion of the tender offer is
subject to the tender of at least a majority of SoundBite's
outstanding shares of common stock (on a fully diluted basis), the
expiration or termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act, and other customary
closing conditions. The definitive agreement also provides for
the parties to effect, subject to customary conditions, a merger
following the completion of the tender offer that would result in
all shares not tendered in the tender offer being converted into
the right to receive $5.00 per share, net to the holder in cash,
without interest and less any applicable withholding
taxes. Genesys has received from certain SoundBite
stockholders, which represent 41.3% of the outstanding shares of
SoundBite common stock, tender and support agreements to tender all
of their shares in the tender offer and, if applicable, to vote
those shares in favor of the transaction.
Genesys expects to fund the transaction with available cash and
credit facilities. The transaction is not subject to any
financing contingency.
US Arma Partners LP is acting as exclusive financial advisor,
and K&L Gates LLP is serving as legal counsel, to
SoundBite. Fried, Frank, Harris, Shriver &
Jacobson LLP is serving as Genesys' legal counsel.
Additional Information:
The tender offer described in this news release has not yet been
commenced. This news release and the description contained
herein is neither an offer to purchase nor a solicitation of an
offer to sell shares of SoundBite. At the time the tender
offer is commenced, Genesys and its new wholly owned subsidiary,
Sonar Merger Sub, intend to file a Tender Offer Statement on
Schedule TO containing an offer to purchase, a form of letter of
transmittal and other documents relating to the tender offer, and
SoundBite intends to file a Solicitation/Recommendation Statement
on Schedule 14D-9 with respect to the tender offer.
SOUNDBITE COMMUNICATIONS, INC. STOCKHOLDERS AND OTHER INVESTORS
ARE URGED TO READ THE TENDER OFFER STATEMENT AND RELATED MATERIALS
(INCLUDING THE OFFER TO PURCHASE AND LETTER OF TRANSMITTAL) AND THE
RELATED SOLICITATION/RECOMMENDATION STATEMENT, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ PRIOR TO MAKING A
DECISION TO TENDER SHARES. Stockholders of SoundBite will be able
to obtain a free copy of these documents (when they become
available) and other documents filed by SoundBite and Genesys with
the Securities and Exchange Commission ("SEC") at the website
maintained by the SEC at www.sec.gov. In addition, stockholders
will be able to obtain a free copy of the tender offer documents
(when they become available) from the information agent to be named
in the offer to purchase or from Genesys.
About SoundBite:
SoundBite Communications is a customer experience management
company with deep expertise in delivering cloud-based mobile
marketing, proactive customer care, and collections/payments
solutions. More than 450 global end-clients, including nearly
50 Fortune 500 companies, leverage SoundBite's proactive
multi-channel communications and preference management platforms to
power 2.5 billion personalized and compliant customer interactions
annually across the full consumer lifecycle.
www.soundbite.com
About Genesys:
Genesys is a leading provider of customer engagement and contact
center solutions. With more than 3,000 customers in 80 countries,
Genesys orchestrates more than 100 million customer interactions
every day across the contact center and back office, helping
companies deliver fast and optimal levels of customer service with
a highly personalized cross-channel customer experience. Genesys
also prioritizes the flow of work to back office personnel
resulting from any customer interaction, internal workflow or
business application, optimizing the performance and satisfaction
of customer-facing employees across the enterprise.
www.genesyslab.com
Forward-Looking Statement
Investors are cautioned that statements in this press release
that are not strictly historical statements, including, without
limitation, statements regarding expectations about the tender
offer or future business plans, prospective performance and
opportunities, regulatory approvals, the expected timing of the
completion of the transaction and the ability to complete the
transaction considering the various closing conditions, are
forward-looking statements within the meaning of the federal
securities laws and are subject to risks, uncertainties and
assumptions. These forward-looking statements may be
identified by the use of words such as "expect," "anticipate,"
"believe," "estimate," "potential," "should" or similar
words. The actual results of the transaction could vary
materially as a result of a number of factors, including:
uncertainties as to the timing of the tender offer and merger,
uncertainties as to how many of SoundBite's stockholders will
tender their stock in the tender offer; the possibility that
competing tender offers will be made; the possibility that various
closing conditions for the transaction may not be satisfied or
waived, including that a governmental entity may prohibit, delay or
refuse to grant approval for the consummation of the transaction;
the effects of disruption from the transaction making it more
difficult to maintain relationships with employees, clients, other
business partners or governmental entities; other business effects,
including the effects of industry, economic or political conditions
outside of SoundBite's control; transaction costs; actual or
contingent liabilities; and other risks and uncertainties discussed
in SoundBite's filings with the Securities and Exchange Commission,
including the factors set forth in SoundBite's most recent annual
report on Form 10-K, the Tender Offer Statement on Schedule TO and
other tender offer documents to be filed by Genesys and Sonar, and
the Solicitation/Recommendation Statement on Schedule 14D-9 to be
filed by SoundBite. These forward-looking statements reflect
SoundBite's expectations as of the date of this press release.
SoundBite undertakes no obligation to update the information
provided herein.
CONTACT: Press Contacts
Dominic Weeks (SHIFT Communications)
genesys@shiftcomm.com
617-779-1800
Investor & Media Contact for SoundBite Communications:
Lynn Ricci
781-897-2696
lricci@SoundBite.com
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