BOSTON and MANILA, Philippines, August 14 /PRNewswire/ --
- Creates a Global BPO Services Company Approaching US$1 Billion
in Projected Revenue in 2010 and Approximately 30,000 Combined Employees
Stream Global Services, Inc., (Amex: OOO), and EGS Corp., the indirect
parent company of eTelecare Global Solutions, Inc., jointly announced today
that they have entered into a definitive agreement to combine in a
stock-for-stock exchange. As a result, the current Stream and EGS Corp.
stockholders will own approximately 57.5% and 42.5%, respectively, of the
combined entity. The Board of Directors and principal stockholders of both
Stream and EGS Corp. have unanimously approved the combination. They include
Ares Management LLC and certain founding Stream stockholders representing
90.2% of the Stream's outstanding shares as of the date of the signing of the
Share Exchange Agreement, as well as EGS Corp.'s owners LiveIt Investments
Ltd., a wholly owned subsidiary of Ayala Corporation, and Providence Equity
Partners LLC, who together own 100% of EGS Corp.
The combined company, which will retain the Stream Global Services name,
will have approximately 30,000 employees located throughout 50 solution
centers in North America, Europe, the Philippines, Latin America, India, the
Middle East and Africa. The combination creates a global business process
outsourcing (BPO) company with a diversified Fortune 1000 customer base, a
very experienced executive team, a comprehensive BPO services portfolio, and
complementary businesses with technical and product leadership across a wide
range of industries, including the technology, retail, entertainment, media
telecommunications and financial service sectors. The combined company will
draw upon the broad range of service strengths of each business's integrated
service offerings that range from sales and revenue generation to customer
care and technical support, as well as warranty services. It is estimated
that the combined enterprise would have annual revenues approaching US$1
billion for the year ending December 31, 2010.
Scott Murray will continue to be the Chairman and Chief Executive Officer
of the company following the close of the combination. Alfredo I. Ayala,
eTelecare's Chairman, will become the Non-Executive Vice Chairman of the
Board of Directors of Stream Global Services and will remain the
Non-Executive Chairman of the company's Philippine entity. Of the ten members
on the new Board of Directors, Ares will appoint three directors and one
independent director, and Ayala and Providence will together also appoint
three directors and one independent director. The remaining two directors
will be Mr. Murray and a third independent director, who will also be the
Chairman of the Audit Committee. Stream's corporate headquarters will
continue to be in the Boston area in Wellesley, MA following the closing.
Ares, Ayala (through its wholly owned company LiveIt) and Providence Equity
will own approximately 45.5%, 25.5% and 17.0% respectively, of the combined
company. Stream's Chairman and Chief Executive Officer, Scott Murray, will
own approximately 5% of the combined company.
"This combination brings together two great businesses that are extremely
complementary," said Stream's Chairman and Chief Executive Officer, Scott
Murray. "Since its inception, the vision for Stream Global Services has been
to be a highly differentiated BPO provider that offers our clients services
designed to promote and build their brands and customer loyalty, while
maintaining an efficient cost model. This combination enables us to fulfill
our vision by leveraging eTelecare's strength in the Philippines, where it is
a market leader and has approximately 10,000 employees and its depth in
service offerings and client diversity." Mr. Murray went on to say; "I am
particularly pleased to have the opportunity to work closely with Ares,
Providence Equity and Ayala as strategic and long-term investors to help our
management team build a multi-billion dollar revenue company in the future
that offers an integrated BPO service strategy on a global basis."
John Harris, President and Chief Executive Officer of eTelecare said,
"This is a very exciting time in the evolution of eTelecare to be able to
deliver a truly global service offering for our clients. This combination
fulfills our strategic vision of extending our delivery capability throughout
Europe, Asia and Latin America. The eTelecare team is extremely excited about
joining Stream to create a leading global BPO company."
Mr. Ayala, Chairman of eTelecare and CEO of LiveIt, Ayala Corp.'s BPO
holding company, said, "Ayala Corporation believes that this combination
creates a global BPO company that is one of the preeminent service providers
in the industry and uniquely positioned to deliver a full range of market
leading solutions to our clients. The combination also underscores our belief
that the Philippines is playing an increasingly critical role in the
outsourcing strategies of global clients, due to its many advantages. We look
forward to working with Scott and his team to create value over the long-term
for our clients, employees and stockholders."
As a result of this combination, Stream Global Services expects to:
- Generate projected revenues approaching US$1 billion for the
year ending December 31, 2010. The combined company will also have a
strong balance sheet to allow it to make future investments in
technologies, new service offerings for its clients and new geographic
locations such as China, Brazil and Japan.
- Be a top tier global BPO provider by extending its presence to 50
global solution centers with operations in North America, Europe, the
Philippines, India, Latin America, Middle East and Africa.
- Broaden its services offerings to include a full portfolio of
sales and revenue generation, warranty management, customer loyalty and
brand management, customer care, technical support as well as customer
life cycle management.
- Expand and diversify its blue chip client base across multiple
- Extend the company's reach into new industry segments such as
financial services, retail and consumer products. In addition, the
combination will significantly expand our market share in the
technology, telecommunications and broadband industries.
- Maintain strong financial sponsorship from Ares Management LLC,
Providence Equity Partners LLC and Ayala Corporation - institutions that
collectively manage over US$50 billion in investments.
- Leverage the combined company's investment in technology in order
to provide the highest level of business performance and enhance
operating efficiencies in the business.
- Create a strong platform for future growth in geographies,
service offerings and market segments. The company will continue to be
one of the premier providers of sales and revenue generation, customer
care, technical support and warranty service offerings in the industry.
- Be led by a very experienced group of management executives with
a proven track record of creating value for clients, employees and
- Create significant new and exciting career advancement and
opportunities for our employees around the world.
Upon the closing of the combination, in accordance with the terms of
Stream's existing Series A and Series B Preferred Stock held by Ares, the
Series A and Series B Preferred Stock will be converted on closing into
approximately 35 million Common shares, including the issuance of
approximately 9 million Common shares that become due from acceleration of
future dividends over the remaining term of the Preferred Stock. The 7.5
million of Stream's existing warrants currently held by Ares, with a strike
price of US$6.00 per warrant and exercisable until 2018, will be exchanged on
closing for 1.0 million Common shares. All of the Common Stock held by Ares,
including shares issued in connection with the Preferred Stock conversion,
dividend acceleration and warrant exchange, are included in the 57.5%
ownership in the combined company to be held by the predecessor Stream
stockholders immediately following the closing of the combination. Following
the closing of the combination, Stream will have approximately 80 million
Common shares outstanding and all Preferred Stock will have been converted to
The stockholders agreement, which will be effective upon closing, grants
Ares, Providence Equity and Ayala pre-emptive rights to acquire 50 million
shares of Stream's Common Stock at US$6 per share that become exercisable on
to the extent that any of our publicly traded warrants (NYSE/AMEX:OOO.WS) are
exercised for US$6 per warrant into Common shares. The pre-emptive rights
expire when Stream's public warrants are no longer exercisable after October
17, 2011. The number of pre-emptive rights decline ratably as the number of
public warrants outstanding decline. Stream has approximately 20.1 million
public warrants outstanding as of July 31, 2009.
The transaction is subject to customary closing conditions, including the
submission of an information statement with the Securities & Exchange
Commission and normal regulatory approvals including clearance under the
Hart-Scott-Rodino Antitrust Improvements Act. As the requisite majority of
stockholders of each company have approved the issuance of shares in the
combination of Stream with EGS Corp., the combination will not require
further approvals of any other stockholders of either Stream or EGS Corp. The
transaction is expected to close in September 2009.
Stone Key Partners LLC served as financial advisor to Stream. Stream's
legal advisor in the transaction was Wilmer Hale LLP and Proskauer Rose LLP
served as legal advisor to Ares. EGS's financial advisor was Morgan Stanley &
Co., Incorporated and its legal advisor was Weil, Gotshal & Manges LLP.
Stream Global Services, Inc.
Vice President of Marketing
eTelecare Global Solutions, Inc.
Director of Marketing
About Stream Global Services:
Stream Global Services is a premium provider of customer care and
business process outsourcing (BPO) services for the brand-driven Fortune
1000. A global firm, with more than 16,000 employees based out of 35 service
centers in 20 countries, Stream is a trusted advisor to some of the largest
technology, retail, entertainment/media, telecommunications and related
companies in the world. Its service programs, including technical support,
sales services, customer retention and revenue generation, are delivered
through very disciplined processes used by a highly skilled workforce. Stream
continues to expand its global presence and service offerings to increase
brand loyalty, revenue and business performance for organizations across the
globe. To learn more about the company and its complete service offerings,
please visit www.stream.com.
eTelecare Global Solutions is a leading provider of business process
outsourcing (BPO) services focusing on the complex, voice and non-voice based
segment of customer care services. The company provides a range of services,
including technical support, customer service, sales, customer retention,
chat and email from both onshore and offshore locations. Services are
provided from delivery centers in the Philippines, United States, Nicaragua,
and South Africa. Additional information is available at www.etelecare.com.
About Ayala Corporation:
Ayala was founded in 1834 and is the holding company of one of the
largest and most diversified business groups in the Philippines, with
interests in real estate, financial services, telecommunications,
electronics, and information technology. LiveIt Investments is its holding
company in the BPO sector, with significant holdings in eTelecare, Integreon
and Affinity Express. Additional information is available at
About Ares Management:
Ares Management is an SEC-registered investment adviser and alternative
asset manager with total committed capital under management of approximately
US$29 billion as of June 2009. With complementary pools of capital in private
equity, private debt and capital markets, Ares Management has the ability to
invest across all levels of a company's capital structure - from senior debt
to common equity - in a variety of industries in a growing number of
international markets. The Ares Private Equity Group has a proven track
record of partnering with high quality, middle-market companies and creating
value with its flexible capital such as Stream Global Services, Inc. Other
notable current investments include General Nutrition Centers, Inc., Hanger
Orthopedic Group, Inc. and Maidenform Brands, Inc.. The firm is headquartered
in Los Angeles with approximately 250 employees and professionals located
across the United States and Europe. For more information, visit the Ares
website at www.aresmgmt.com.
Providence Equity Partners is the leading global private equity firm
specializing in equity investments in media, entertainment, communications
and information companies around the world. The principals of Providence
manage funds with approximately US$22 billion in equity commitments and have
invested in more than 100 companies operating in over 20 countries since the
firm's inception in 1989. Significant investments include Aditya Birla
Telecom, Bresnan Broadband Holdings, Casema, Com Hem, Digiturk, Education
Management Corporation, eircom, Freedom Communications, Hulu, Idea Cellular,
Kabel Deutschland, Metro-Goldwyn-Mayer, NexTag, Ono, Open Solutions,
PanAmSat, ProSiebenSat.1, Recoletos, TDC, Univision, VoiceStream Wireless,
Warner Music Group, Western Wireless and Yankees Entertainment and Sports
Network. Providence is headquartered in Providence, RI (USA) and has offices
in New York, Los Angeles, London, Hong Kong and New Delhi. Additional
information is available at www.provequity.com.
Safe Harbor. This press release contains forward-looking statements made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995, including forward-looking statements regarding our
business expectations and objectives. These statements are neither promises
nor guarantees, but involve risks and uncertainties that could cause actual
results to differ materially from those set forth in the forward-looking
statements, including, without limitation, risks relating to our ability to
maintain and win additional client business, continue to maintain our
operating performance and margin expansion, continue to have sufficient
capital to grow and maintain our business, retain our management team and
effectively operate a global franchise across multiple jurisdictions plus
other risks detailed in our filings with the SEC, including those discussed
in the Company's quarterly report filed with the SEC on Form 10-Q for the
quarter ended June 30, 2009.
Karen Falcone, Vice President of Marketing of Stream Global Services, Inc., +1-781-304-1800, firstname.lastname@example.org; or Mark Skoog, Director of Marketing of eTelecare Global Solutions, Inc., +1-480-707-5414, email@example.com