eLoyalty Corporation (NASDAQ: ELOY), a leading Integrated Contact
Solutions and Behavioral Analytics services company, today
announced it has signed a definitive agreement to sell its
Integrated Contact Solutions ("ICS") business unit, which is
engaged in the business of providing consulting, systems
integration, and the ongoing management of large, complex,
multi-channel data, telephony and converged IP-based customer
management solutions in both cloud-based and customer premise
environments, to a subsidiary of TeleTech Holdings, Inc.
("TeleTech"), one of the largest global providers of
technology-enabled business process outsourcing solutions. Under
the terms of the definitive agreement, TeleTech has agreed to
acquire the ICS business and associated assets and agreed upon
liabilities for total consideration of $40.85 million in cash,
subject to net working capital and other adjustments as set forth
in the definitive agreement.
The transaction has been approved by eLoyalty's Board of
Directors and is expected to close late in the second quarter of
2011, subject to the satisfaction of customary closing conditions,
including approval by eLoyalty's stockholders at eLoyalty's annual
meeting of stockholders on May 19, 2011. In connection with the
execution of the definitive agreement, eLoyalty's directors,
officers, and certain significant stockholders have signed voting
agreements with TeleTech to vote approximately 48.5 percent of the
company's outstanding voting stock in favor of the transaction.
The closing of the proposed sale will create certain rights in
favor of the company's preferred stockholders. In particular, the
company will be prohibited from paying dividends or making any
other distributions (including through stock repurchases) to common
stockholders until the preferred stockholders have received payment
of their full liquidation preference (which is currently
approximately $19.4 million), or until they otherwise convert their
preferred shares to common shares.
Background on the ICS Divestiture For the
last three years, eLoyalty has operated with two primary business
units: ICS and Behavioral Analytics. These business units have
operated independently and do not create significant strategic
synergy. The company believes that the market potential for
Behavioral Analytics is significant. The company also believes that
the development of this business can be accelerated with greater
management focus and financial investment. The company currently
intends to use a portion of the net proceeds from the sale to grow
the Behavioral Analytics sales force and broaden its product
footprint. Based on these factors, the company believes the
divesture of the ICS business will enable the company to focus on
the best path for creating long-term shareholder value.
Status of Behavioral Analytics eLoyalty
has made significant progress building out its Behavioral Analytics
business over the last several years:
- Created a unique SaaS analytics business model
- Signed numerous premier customers
- Developed a broad analytics footprint
- Grew its subscription revenues 58% in 2009 and 31% in 2010
- Built an $85 million backlog
Recent Progress and Near Term Objectives
The Behavioral Analytics business made significant progress in the
last two quarters of 2010:
- Booked $39.6 million of new contracts
- Signed agreements for important new applications, including
Fraud, Back Office, and predictive Customer Attrition
analytics
During the first half of 2011, building on this momentum, the
company is focused on growing its sales force, closing key deals,
and signing additional customers for its new applications.
Corporate Name and Headquarters Change
eLoyalty also announced today that it will change its corporate
name to "Mattersight Corporation" following the closing of the
proposed sale of the ICS business. Using the tagline "See What
Matters™", the name change is intended to more accurately reflect
the strategic focus of the company on advanced analytics
applications. In connection with this change, the company also
plans to update its ticker symbol following the closing of the
proposed sale and has submitted an application to NASDAQ to reserve
the ticker symbol "MATR". In addition, the company has announced
that it will move its world headquarters to 200 S. Wacker Drive,
Suite 820, Chicago, Illinois 60606, effective June 1, 2011.
NeXtAdvisors, a division of North Point Advisors LLC, served as
financial advisor to eLoyalty Corporation in the proposed sale.
About eLoyalty Corporation eLoyalty
enables its customers to achieve breakthrough results with
revolutionary analytics and implementation of advanced VoIP
applications. eLoyalty's principal offerings include the Behavioral
Analytics Service and Integrated Contact Solutions (ICS). For
additional information, please visit www.eLoyalty.com.
Safe Harbor Statement This press release
contains "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995, including
statements regarding market potential, growth opportunities,
investment plans, uses of proceeds, the proposed sale of the ICS
business to TeleTech, the anticipated closing date of the proposed
sale, the proposed corporate name and headquarters changes, and the
proposed change of our NASDAQ ticker symbol. These forward-looking
statements are based on current management expectations, forecasts,
and assumptions, and are subject to risks and uncertainties that
could cause actual results to differ materially from those
expressed or implied by the forward-looking statements. The risks,
uncertainties, and other factors that might cause such a difference
include, but are not limited to, approval of the proposed sale of
the ICS business to TeleTech by eLoyalty's stockholders,
satisfaction of closing conditions for the proposed sale, closing
of the proposed sale within the anticipated timeframe, the
implementation of eLoyalty's strategy to focus exclusively on the
Behavioral Analytics business, as well as those risks described
under "Forward-Looking Statements" and "Risk Factors" in eLoyalty's
Form 10-K, Form 10-Q, and other filings with the U.S. Securities
and Exchange Commission (the "SEC"). Readers are cautioned not to
place undue reliance on forward-looking statements. They reflect
opinions, assumptions, and estimates only as of the date they are
made, and eLoyalty undertakes no obligation to publicly update or
revise any of these forward-looking statements, whether as a result
of new information, future events or circumstances, or
otherwise.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED
WITH THE SEC eLoyalty plans to file with the SEC and mail to
its stockholders a Proxy Statement, which will contain important
information about eLoyalty, TeleTech, the proposed sale of the ICS
business, the proposed name change, and other corporate matters as
described therein. Investors and security holders are urged to read
the Proxy Statement carefully before making any voting or
investment decision with respect to the proposed sale of the ICS
business, the proposed name change, and the other corporate matters
described therein.
Investors and security holders will be able to obtain free
copies of the Proxy Statement and other documents filed with the
SEC by eLoyalty through www.sec.gov. In addition, investors and
security holders will be able to obtain free copies of the Proxy
Statement from eLoyalty by contacting Christine Carsen, Vice
President, Associate General Counsel and Corporate Secretary, at
150 Field Drive, Suite 250, Lake Forest, Illinois 60045 or
847-582-7106.
eLoyalty, TeleTech, and their respective directors and executive
officers, may be deemed to be participants in the solicitation of
proxies with respect to the proposed sale of the ICS business, the
proposed name change, and the other corporate matters set forth in
the Proxy Statement. Information regarding eLoyalty's directors and
executive officers and their ownership of shares of eLoyalty stock
is contained in eLoyalty's 2009 Annual Report on Form 10-K and its
Proxy Statement for its 2010 Annual Meeting of Stockholders, and is
supplemented by subsequent public filings made, and to be made,
with the SEC. The Proxy Statement filed in connection with the
proposed sale of the ICS business will contain a more current
description of directors' and executive officers' stock ownership
and will also provide information regarding the direct and indirect
interests of eLoyalty's directors and executive officers in respect
of the proposed sale of the ICS business.
Contact: eLoyalty Corporation Bill Noon Vice President, Chief
Financial Officer (847) 582-7019 Email Contact
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