Global BPO Services Corp. Announces Date of Annual Shareholder Meeting on July 29, 2008
08 Juli 2008 - 8:37PM
PR Newswire (US)
To Vote on Proposed Acquisition of Stream Holdings Corporation and
the Issue of $150 Million of Convertible Preferred Stock to Ares
Management BOSTON, July 8 /PRNewswire-FirstCall/ -- Global BPO
Services Corp. (AMEX:OOO.U) ("Global BPO") announced today that it
is mailing to stockholders its definitive proxy statement related
to its proposed acquisition of Stream Holdings Corp ("Stream") and
its proposed issue of $150 million of Convertible Preferred Stock
to an affiliate of Ares Management ("Ares"). The Annual Meeting of
Stockholders will be held on Tuesday, July 29, 2008 at 10:00 a.m.
at the offices of Wilmer Cutler Pickering Hale and Dorr LLP, 399
Park Avenue, 31st Floor, New York, NY. Among the agenda items that
stockholders will vote on is the proposed acquisition of Stream for
$200 million in cash, the proposed issuance of $150 million of
Convertible Preferred Stock to Ares, the creation of the stock plan
and other routine matters. We encourage all of our stockholders to
attend the meeting in person. The closing of the Stream merger is
conditioned on holders of a majority of the outstanding shares of
Global BPO common stock as of the record date, July 3, 2008, voting
in favor of the merger as well as holders of less than 30% of such
outstanding shares dissenting and electing conversion of their
shares into a pro rata share of the funds held in the Global BPO
trust account. As of June 30, 2008, the per share amount held in
the trust account was $7.93 per share. The closing of the issuance
of the $150 million of Convertible Preferred Stock to Ares is
conditioned on the closing of the Stream merger. As previously
announced, following the closing of the Stream merger and the issue
of the $150 million of Convertible Preferred Stock, Global BPO will
commence a tender offering for 20,625,001 shares of its common
stock at a price of $8.00 per share. The tender offer will remain
open for a period of twenty business days following its
commencement. Global BPO will commence the tender offer only if
stockholders approve both the Stream merger and the issue of $150
million of Convertible Preferred Stock to Ares. In addition, after
the close of the merger with Stream, Global BPO will change its
name to Stream Global Services, Inc. Scott Murray, Chairman and
Chief Executive Officer of Global BPO said, "We are very excited
about reaching this milestone event. We believe that Stream is an
excellent business process outsourcing ("BPO") company and together
we can continue to build upon the earnings momentum and growth that
the management team of Stream has created so far. We are also very
excited to have the opportunity to work with Ares to create a
global, integrated BPO services company that provides a variety of
high value, complex BPO services using integrated technology and a
combination of off-shore and on-shore solution center locations."
Murray went on to say, "Stream is one of the leading outsourcers of
complex technical support services to Fortune 1000 companies.
Stream has over 15,000 employees, located in thirty (30) solution
centers, in sixteen (16) different countries across the world in
places such as North America (Canada and the USA); Latin America in
such places as Costa Rica and the Dominican Republic; in Europe in
such places as Ireland, Holland, Poland, Bulgaria, Italy, France
and Germany and in Asia and Africa in countries such as India and
Tunisia. Stream currently has over 75% of its service capacity
outside of the United States." For more information contact: Sheila
M. Flaherty, Executive Vice President & General Counsel
617-517-3252 About Global BPO Services Corp. Global BPO is a
special purpose acquisition corporation (a "SPAC") formed in June
of 2007 for the purpose of acquiring a business process outsourcing
company. Global BPO consummated its initial public offering on
October 23, 2007. Subject to completion of its pending acquisition
of Stream, Global BPO as a SPAC has not yet commenced any material
business activities. About Ares Management LLC Founded in 1997 by a
group of experienced investment professionals, Ares manages
investment capital in private equity, capital markets (principally
leveraged loans, high-yield bonds, and distressed debt), and
private debt (primarily through Ares Capital Corporation
(NASDAQ:ARCC), a publicly-traded specialty finance company).
Through these three complementary lines of business, Ares has the
ability to provide capital to companies at any place in the capital
structure and at any stage of development. Ares is an SEC
registered investment advisor and has grown committed capital under
management from approximately $3.8 billion of committed capital in
2003 to in excess of $25 billion as of mid-2008. As of June 2008,
Ares (based in Los Angeles, California) has more than 240 employees
with offices in Los Angeles, New York and London. For more
information, visit the Ares website at http://www.aresmgmt.com/.
Additional Information Global BPO has filed with the U.S.
Securities and Exchange Commission ("SEC") a definitive proxy
statement in connection with the proposed acquisition of Stream and
has mailed a definitive proxy statement and other relevant
documents to Global stockholders. Stockholders of Global BPO and
other interested persons are advised to read, Global BPO's
definitive proxy statement in connection with Global BPO's
solicitation of proxies for the special meeting to be held to
approve the acquisition because the proxy statement contains
important information about Global BPO, Stream and the proposed
acquisition. The definitive proxy statement is being mailed to
stockholders as of a record date on July 3, 2008. Stockholders will
also be able to obtain a copy of the definitive proxy statement,
without charge at the SEC's Internet site at http://www.sec.gov/ or
by directing a request to: Global BPO Services Corp., 125 High
Street, 30th Floor, High Street Tower, Boston, MA 02110, telephone
(617) 517-3252. Global BPO and its directors and its officers may
be deemed participants in the solicitation of proxies from Global
BPO's stockholders. A list of the names of those directors and the
officers and descriptions of their interests in Global BPO is
contained in the proxy statement. The tender offer described above
has not yet commenced and will be made only pursuant to, a tender
offer statement on Schedule TO and related exhibits, including the
offer to purchase, letter of transmittal and other related
documents, to be filed with the SEC following the closing of the
acquisition of Stream and closing of the sale of convertible
preferred stock to Ares. Shareholders should read the offer to
purchase and the tender offer statement on Schedule TO and related
exhibits when such documents are filed and become available, as
they will contain important information about the tender offer.
Shareholders can obtain these documents when they are filed and
become available free of charge from the SEC's website at
http://www.sec.gov/, or from Global BPO at the address shown above.
Forward-looking Statements This communication contains
"forward-looking statements" which represent the current
expectations and beliefs of management Global BPO concerning the
proposed acquisition of Stream and other future events and their
potential effects on Global BPO and Stream. The statements,
analyses, and other information contained herein relating to the
proposed acquisition, as well as other statements including words
such as "anticipate," "believe," "plan," "estimate," "expect,"
"intend," "will," "should," "may," and other similar expressions,
are "forward-looking statements" under the Private Securities
Litigation Reform Act of 1995. These forward-looking statements are
not guarantees of future results and are subject to certain risks
and uncertainties that could cause actual results to differ
materially from those anticipated. Those factors include, without
limitation: (1) whether the shareholders of Global BPO approve the
proposed acquisition and proposed sale of preferred stock; (2) the
satisfaction of the other conditions to closing specified in both
the merger agreement and preferred stock purchase agreement; (3)
the ability of Global BPO to obtain all necessary stockholder
approvals prior to the termination of the merger agreement and
preferred stock purchase agreement (October 1, 2008); and (4) the
closing of Global BPO's proposed bank credit facility. The ability
of Global BPO and Stream to achieve forecasted results are subject
to various risks and uncertainties, including: (1) the ability to
successfully combine the businesses of Global BPO and Stream; (2)
operating costs and business disruption following the acquisition,
including adverse effects on relationships with employees; (3)
changes in the stock market and interest rate environment that
affect revenues; (4) the ability of Stream to retain its existing
customers and attract new customers following the closing; (5)
retention of key employees following closing; (6) general economic
conditions such as inflation or recession; (7) general political
and social conditions such as war, political unrest and terrorism;
(8) ability to maintain or increase billing and utilization rates;
(9) success of expansion internationally; (10) competition; (11)
ability to move the product mix into higher margin businesses; (12)
operating Stream as a public company; (13) healthcare and benefit
cost management; and (14) currency fluctuation and exchange rate
adjustments. The foregoing is intended only to identify certain of
the principal factors that could cause actual results to differ
from those discussed in the forward-looking statements. Readers are
referred to the reports and documents filed from time to time by us
and to be filed in the future by us with the Securities and
Exchange Commission for a discussion of these and other important
risk factors that could cause actual results to differ from those
discussed in forward-looking statements to reflect subsequent
events or circumstances. DATASOURCE: Global BPO Services Corp.
CONTACT: Sheila M. Flaherty, Executive Vice President & General
Counsel of Global BPO Services Corp., +1-617-517-3252, Web site:
http://www.globalbpo.biz/ http://www.aresmgmt.com/
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