DENVER, Oct. 10,
2023 /PRNewswire/ -- Startek, Inc. (NYSE: SRT)
("Startek" or the "Company"), a global customer experience (CX)
solutions provider, today announced that it has entered into a
definitive agreement to be acquired by funds managed by Capital
Square Partners ("CSP") in an all-cash transaction with a
total enterprise value of approximately $217
million and total equity value of approximately $174 million. Under the terms of the agreement,
CSP will acquire all shares of Startek common stock not already
owned by CSP for $4.30 per share in
cash. The purchase price represents a premium of approximately 32%
to Startek's closing share price of $3.26 on October 9,
2023, the last trading day prior to public disclosure of the
transaction, and a premium of approximately 50% to the closing
price of the shares on the last trading day prior to announcement
of CSP's non-binding acquisition proposal.
On July 18, 2023, Startek received
a preliminary non-binding proposal from CSP to acquire all shares
of Startek common stock that it does not already own for
$3.80 in cash per share. Upon receipt
of this proposal, the Board established a Special Committee
consisting of independent and disinterested directors of the Board
to review and consider the proposal with the assistance of
independent financial and legal advisors. Following its review, the
Special Committee unanimously recommended that the Board approve
the merger agreement. Subsequently, the Startek Board, based on the
recommendation of the Special Committee, unanimously approved the
merger agreement.
Approvals and Timing
The transaction is expected to close by the end of calendar year
2023, subject to the satisfaction of customary closing conditions.
The transaction is not subject to any financing contingency.
Upon completion of the transaction, Startek will no longer trade
on the New York Stock Exchange and will become a private
company.
Advisors
Houlihan Lokey Capital, Inc. is serving as financial advisor to
the Special Committee and Gibson, Dunn & Crutcher LLP is
serving as its legal counsel. Latham & Watkins LLP is serving
as legal counsel to CSP.
About Startek®
For more than 35 years, Startek has delivered customer
experience (CX) excellence for the world's leading brands. Spread
across 12 countries, our 38,000 associates create memorable,
personalized experiences in both voice and non-voice channels. Our
clients span from fortune 500s to fast-growing startups in a
diverse range of industries including cable, media and telecom;
travel and hospitality; retail and e-commerce and banking and
financial services.
By creating closer connections, Startek delivers value for our
clients, opportunity for our people and sustainable growth for our
shareholders.
To learn more visit www.startek.com and follow us
on LinkedIn.
About CSP Management Limited
Founded in 2014 in Singapore, Capital Square Partners is a
private equity firm investing in cross-border technology and
business services across Southeast Asia and India.
As a sector focused fund manager with $1.4
billion under management, CSP is one of the largest
dedicated technology and technology enabled business services
private equity fund manager in Asia. Over the past decade, the team has
invested, created and exited a number of leading companies in
technology services sector, including Minacs, Indecomm, GAVS
Technologies and Accion Labs. Capital Square Partners holds a
Capital Markets Services (CMS) License from the Monetary Authority
of Singapore, as per the Securities & Futures Act of the
Government of Singapore. For more information
click here.
Startek Contacts
Investor Relations
Cody
Cree
Gateway Group, Inc.
(949) 574-3860
SRT@gatewayir.com
Media Relations
Neha
Iyer
Startek
neha.iyer@startek.com
or
Joele Frank, Wilkinson Brimmer
Katcher
Matt Sherman / Viveca Tress / Kaitlin
Kikalo
(212) 355-4449
Cautionary Note Regarding Forward-Looking Statements
This communication contains "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. In some situations, you can identify forward-looking
statements by words such as "approximately," "anticipate,"
"assume," "believe," "contemplate," "continue," "could,"
"estimate," "expect," "future," "intend," "may," "plan,"
"potential," "predict," "project," "seek," "should," "target,"
"will" and similar terms and phrases to identify forward-looking
statements. All of our forward-looking statements are subject to
risks and uncertainties that may cause actual results to differ
materially from those that we are expecting, including:
- risks associated with transactions generally;
- the failure to consummate or delay in consummating the merger
for other reasons;
- the risk that a condition to closing of the merger may not be
satisfied;
- the occurrence of any event, change or other circumstances that
could give rise to the termination of the merger agreement;
- the outcome of any legal proceedings that may be instituted
following announcement of the merger;
- failure to retain key management and associates of
Startek;
- issues or delays in the successful integration of Startek's
operations with those of CSP, including incurring or experiencing
unanticipated costs and/or delays or difficulties;
- unfavorable reaction to the merger by customers, competitors,
suppliers and associates;
- unpredictability and severity of catastrophic events, including
but not limited to acts of terrorism, war or hostilities or the
COVID-19 pandemic, as well as management's response to any of the
aforementioned factors; and
- additional factors discussed in Startek's filings with the
SEC.
The forward-looking statements contained in this communication
are based on management's current plans, estimates and expectations
in light of information currently available to Startek and are
subject to uncertainty and changes in circumstances. There can be
no assurance that future developments affecting Startek will be
those that Startek has anticipated. Actual results may differ
materially from these expectations due to changes in global,
regional or local political, economic, business, competitive,
market, regulatory and other factors, many of which are beyond our
control, as well as the other factors described in Item 1A, "Risk
Factors" in Startek's 2022 10-K filed with the SEC on March 28, 2023, as supplemented in Item 1A. "Risk
Factors" of Startek's Quarterly Report on Form 10-Q filed with the
SEC on August 10, 2023 and other
documents the Company may file with the SEC from time to time.
Should one or more of these risks or uncertainties materialize or
should any of our assumptions prove to be incorrect, our actual
results may vary in material respects from what we may have
expressed or implied by these forward-looking statements. Any
forward-looking statement made by Startek speaks only as of the
date on which it is made. All future written and oral
forward-looking statements attributable to Startek or persons
acting on Startek's behalf are expressly qualified in their
entirety by the previous statements. We undertake no obligation to
publicly update any forward-looking statement, whether as a result
of new information, future developments or otherwise, except as may
be required by applicable securities laws.
Additional Information and Where to Find It
In connection with the proposed transaction, Startek will
prepare an information statement on Schedule 14C for its
stockholders with respect to the approval of the transaction
described herein and a Schedule 13E-3. When completed, the
information statement will be mailed to Startek's stockholders.
STARTEK'S STOCKHOLDERS ARE URGED TO READ THE INFORMATION
STATEMENT, THE SCHEDULE 13E-3 AND ANY OTHER RELEVANT DOCUMENTS THAT
MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS
TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
You may obtain copies of all documents filed by Startek with the
SEC regarding this transaction, free of charge, at the SEC's
website, www.sec.gov or from Startek's website at
https://investor.startek.com/.
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