Transaction Combines Highly Complementary
Customer Experience (CX) Solutions Businesses
Unifies Best-in-Class Digitally-Enabled
Capabilities to Support the Entire Customer Journey for B2B and B2C
Clients
47% Premium for ServiceSource Stockholders
Transaction was Unanimously Approved by
ServiceSource’s Board of Directors
Stockholders Representing Approximately 33.5%
of the Outstanding Voting Power Have Entered Into Voting Agreements
in Support of the Transaction
ServiceSource International, Inc. (NASDAQ: SREV), the customer
journey experience company, today announced it has entered into a
definitive merger agreement pursuant to which Concentrix
Corporation (NASDAQ: CNXC), a leading global provider of customer
experience (CX) services and technologies, will acquire
ServiceSource in an all-cash transaction. ServiceSource
stockholders will receive $1.50 per share in cash for each issued
and outstanding share of common stock they own. The purchase price
represents a 47% premium to ServiceSource’s unaffected closing
stock price on May 6, 2022.
“We are delighted to join forces with Concentrix and the
opportunity it provides for us to execute on our strategy to drive
client success by bringing the world’s greatest brands closer to
their customers,” commented Gary B. Moore, ServiceSource’s chairman
and chief executive officer. “This transaction marks an important
milestone in our 20-plus year history and is a testament to the
dedication of our employees, the value of our differentiated
solutions in the marketplace, and the opportunity to take the
business to new heights with a partner that has shared values and
culture. I am confident that our world-class employees will gain
expanded career and professional growth opportunities as part of a
much larger, industry-leading global organization, and I am equally
confident that our clients will be even better served through the
breadth, depth, and scope of our combined capabilities and scale.
We look forward to a seamless transition and executing on a shared
vision of the future of CX.”
John Harris, ServiceSource’s Lead Independent Director, said,
“The board of directors is pleased to have reached this agreement,
which represents the culmination of a robust process and a
comprehensive review of strategic alternatives with our outside
legal and financial advisors. This transaction will provide certain
and immediate value to our stockholders at a 47% premium.”
Transaction Timing and Approvals
Completion of the Merger is not subject to a financing condition
and the transaction is expected to close in the second half of
fiscal year 2022, subject to the approval of ServiceSource’s
stockholders and customary closing conditions, including expiration
or termination of the applicable waiting periods under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976.
Advisors
Centerview Partners LLC is acting as financial advisor to
ServiceSource and Davis Graham & Stubbs LLP is serving as
ServiceSource’s legal advisor.
About ServiceSource
ServiceSource International, Inc. (NASDAQ: SREV) is a global
outsourced go-to-market services provider that accelerates B2B
digital sales and customer success transformation. Our expert sales
professionals, data-powered insights and proven methodologies scale
and reimagine customer journey experiences (CJX®) into profitable
business outcomes. Backed by more than 20 years of experience,
ServiceSource drives billions of dollars in client value annually,
conducting commerce in 45 languages and 175 countries. To learn
more about how we design, develop and manage CJX solutions that
transform the agility, speed, efficiency and value of our clients’
growth initiatives, visit www.servicesource.com.
About Concentrix
Concentrix Corporation (Nasdaq: CNXC), is a leading global
provider of customer experience (CX) solutions and technology,
improving business performance for some of the world’s best brands
including over 100 Fortune Global 500 clients and over 125 new
economy clients. Every day, from more than 40 countries and across
6 continents, our staff delivers next generation customer
experience and helps companies better connect with their customers.
We create better business outcomes and help differentiate our
clients by reimagining everything CX through Strategy + Talent +
Technology. Concentrix provides services to clients in our key
industry verticals: technology & consumer electronics; retail,
travel & ecommerce; banking, financial services &
insurance; healthcare; communications & media; automotive; and
energy & public sector. Visit www.concentrix.com to learn
more.
Cautionary Statement Regarding
Forward-Looking Statements
This document contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
All statements, other than historical facts, that address
activities that ServiceSource International, Inc. (“SREV”) assumes,
plans, expects, believes, intends or anticipates (and other similar
expressions) will, should or may occur in the future are
forward-looking statements. The forward-looking statements are
based on management’s current beliefs, based on currently available
information, as to the outcome and timing of future events,
including this proposed transaction. These forward-looking
statements involve certain risks and uncertainties that could cause
the results to differ materially from those expected by the
management of SREV. These include the expected timing and
likelihood of completion of the proposed transaction, including the
timing, receipt and terms and conditions of any required
governmental and regulatory approvals of the proposed transaction
that could reduce anticipated benefits or cause the parties to
abandon the proposed transaction, the ability to successfully
integrate the businesses, the occurrence of any event, change or
other circumstances that could give rise to the termination of the
merger agreement, the possibility that stockholders of SREV may not
approve the merger, the risk that the parties may not be able to
satisfy the conditions to the proposed transaction in a timely
manner or at all, risks related to disruption of management time
from ongoing business operations due to the proposed transaction,
the risk that any announcements relating to the proposed
transaction could have adverse effects on the market price of
SREV’s securities, the risk of any unexpected costs or expenses
resulting from the proposed transaction, the risk of any litigation
relating to the proposed transaction, the risk that the proposed
transaction and its announcement could have an adverse effect on
the ability of SREV to retain customers and retain and hire key
personnel and maintain relationships with their suppliers and
customers and on its operating results and businesses generally, or
the risk the pending proposed transaction could distract management
of SREV and it will incur substantial costs. All such factors are
difficult to predict and are beyond SREV’s control, including those
detailed in SREV’s Annual Reports on Form 10-K, Quarterly Reports
on Form 10-Q and Current Reports on Form 8-K that are available on
its website at http://www.servicesource.com and on the SEC’s
website at http://www.sec.gov.
All forward-looking statements are based on assumptions that
SREV believes to be reasonable but that may not prove to be
accurate. Any forward-looking statement speaks only as of the date
on which such statement is made, and SREV undertakes no obligation
to correct or update any forward-looking statement, whether as a
result of new information, future events or otherwise, except as
required by applicable law. Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak
only as of the date hereof.
Additional Information and Where to
Find It
This document does not constitute an offer to buy or sell or the
solicitation of an offer to buy or sell any securities or a
solicitation of any vote or approval. This communication may be
deemed to be solicitation material in respect of the pending
acquisition of SREV by Concentrix (the “Transaction”). SREV intends
to file a proxy statement (the “Transaction Proxy Statement”) with
the Securities and Exchange Commission (the “SEC”) in connection
with the solicitation of proxies from the holders of SREV’s common
stock to approve the Transaction. Promptly after filing the
definitive Transaction Proxy Statement with the SEC, SREV will mail
the definitive Transaction Proxy Statement and a proxy card to each
shareholder entitled to vote at the special meeting to consider the
Transaction. SECURITY HOLDERS OF SREV ARE URGED TO READ THE
TRANSACTION PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS THAT MAY BE FILED
WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE TRANSACTION. Investors and security holders will be able
to obtain free copies of these documents (if and when available)
and other documents containing important information about SREV
once such documents are filed with the SEC through the website
maintained by the SEC at http://www.sec.gov. Copies of the
documents filed with the SEC by SREV will be available free of
charge on SREV’s website at http://www.servicesource.com or to
SREV’s stockholders by contacting Chad Lyne at
investorrelations@servicesource.com.
Participants in the
Solicitation
SREV and certain of its directors and executive officers may be
deemed to be participants in the solicitation of proxies from the
holders of SREV’s common stock in respect of the Transaction.
Information about the directors and executive officers of SREV is
set forth in SREV’s proxy statement for its 2022 annual meeting of
stockholders, which was filed with the SEC on April 1, 2022 (the
“2022 Proxy Statement”). These documents can be obtained free of
charge from the sources indicated above. Other information
regarding the participants in the proxy solicitations and a
description of their direct and indirect interests, by security
holdings or otherwise, will be contained in the Transaction Proxy
Statement and other relevant materials to be filed with the SEC
when such materials become available. Investors should read the
Transaction Proxy Statement carefully when it becomes available
before making any voting decisions. You may obtain free copies of
these documents from SREV using the contact information indicated
above.
Trademarks
ServiceSource®, and any ServiceSource product or service names
or logos above are trademarks of ServiceSource International, Inc.
All other trademarks used herein belong to their respective
owners.
Connect with ServiceSource:
Website: http://www.servicesource.com/ LinkedIn:
https://www.linkedin.com/company/servicesource/ Twitter:
https://twitter.com/servicesource
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version on businesswire.com: https://www.businesswire.com/news/home/20220509005352/en/
Media and Investor Contact: Elise Brassell, Corporate
Communications mediarelations@servicesource.com
investorrelations@servicesource.com 303-889-8616
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