- Filing of certain prospectuses and communications in connection with business combination transactions (425)
01 Fevereiro 2010 - 2:29PM
Edgar (US Regulatory)
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Filed by Sykes Enterprises, Incorporated
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Pursuant to Rule 425
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Under the Securities Act of 1933
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Subject Company: ICT Group, Inc.
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Commission File No.: 333-162729
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The following material was distributed by Sykes Enterprises, Incorporated and ICT Group, Inc. to
employees of Sykes Enterprises, Incorporated and ICT Group, Inc. on February 1, 2010.
Together... Working Toward Our Future
As we approach the anticipated close date of the proposed merger, we bring you this fifth
installment of our
Together
communication series to outline the opportunity the new company will
have to be the leader in the customer care industry. But before discussing the leadership
potential of the new, combined company, wed like to provide another merger-related update. As we
communicated earlier, subject to the approval of the transaction by the ICT Group shareholders and
the satisfaction of other customary closing conditions, the transaction is expected to close
effective 11:59 p.m. on February 2, 2010. To honor this momentous occasion, a Town Hall meeting
is scheduled at the ICT Group Lakeland facility on February 3. Both SYKES and ICT Group employees
will attend the Town Hall meeting, which will be broadcast on February 4. This broadcast will
allow all employees to witness the event as well as listen to some
of the employee questions that were answered that day. A communication with instructions for
accessing the broadcast will be provided at a later date.
Together... The Opportunity To Lead
To maintain the leadership reputation both ICT Group and SYKES have enjoyed separately throughout
the years, after the merger, we will come together to collaborate amongst our combined 51,000
employees to innovate customer care. But, before innovation can occur we must each be focused on
excellence of service and keeping promises to our customers. These concepts are foundational to
seizing the opportunity to lead.
Focus...Focus...Focus.
While some companies try to be all things to all people, the underlying common element to the past
success of ICT Group and SYKES is the focus we have maintained on what we do best...service to our
customers. With this intense focus, neither company allowed itself to become distracted, but
rather worked to continuously improve the service and support provided to our clients customers
every day. This focus on our core competency will remain with the new combined company.
Regardless of the vertical markets we serve today, and may come to serve in the future, we will
always provide service and peace of mind to customers when they need help. We will be a global
team of people serving people.
A promise made will be a promise kept.
Just as ICT Group and SYKES have always worked to meet the commitments theyve made to their
customers, the new combined company will continue to place the highest priority on doing what we
say we are going to do. This will be our service mantra and will apply to all of our key
audiences. For many of our clients, keeping promises is a basic expectation for the successful
supplier relationship they seek. For our employees, kept promises are foundational to the trust
required to develop their service careers with us. For communities, fulfilling our pledge to
operate as a responsible corporate citizen leads to gaining long-term community support. And, for
our shareholders, meeting commitments is essential for peace of mind, knowing theyve invested in a
company with solid business disciplines and integrity.
Collaboration for Innovation.
Focusing on service and meeting our commitments then gives ICT and SYKES a ticket to build upon the
services we provide today, to develop and deploy innovative service solutions of tomorrow. These
innovations in service will help our respective clients provide fast, friendly, efficient and
affordable service to their customers, making them more profitable and building customer loyalty to
their brand. This will not only make the new combined company a vendor of choice, but will make it
the leader in customer care.
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
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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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