UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant
x
Filed by a Party other than the
Registrant
¨
Check the appropriate box:
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Preliminary Proxy Statement
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¨
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Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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x
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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ICT GROUP, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of
Filing Fee (Check the appropriate box):
¨
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and
state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials:
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount previously paid:
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(2)
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Form, Schedule or Registration Statement No.:
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The following press release was issued by ICT Group, Inc. on January 4, 2010:
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ICT GROUP MEDIA CONTACT:
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ICT GROUP INVESTOR CONTACT:
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BERNS COMMUNICATIONS GROUP, LLC
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MBS VALUE PARTNERS, LLC
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Michael McMullan
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Betsy Brod/Lynn Morgen
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212-994-4660
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212-750-5800
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ICT GROUP ANNOUNCES FILING OF DEFINITIVE PROXY STATEMENT AND DATE FOR SPECIAL
MEETING OF SHAREHOLDERS
Shareholders to Vote on Merger Agreement with Sykes Enterprises
NEWTOWN, PA, JANUARY 4, 2010
ICT G
ROUP
, I
NC
. (NASDAQ:ICTG) announced today that a definitive proxy statement
has been filed with the U.S. Securities and Exchange Commission for its special meeting of shareholders. Shareholders will vote on ICT G
ROUP
s merger agreement with Sykes Enterprises, Incorporated (NASDAQ:SYKE), which was
announced on October 6, 2009.
ICT G
ROUP
s special meeting of shareholders will be held on Tuesday, February 2,
2010 at 10:00 a.m. Eastern Time. The meeting will be held at ICT G
ROUP
s corporate headquarters located in Newtown, Pa.
All shareholders of record of ICT G
ROUP
common stock as of the close of business on November 23, 2009 will be entitled to vote at the meeting. Under the terms of the merger agreement, each outstanding share of ICT
G
ROUP
common stock would be converted into the right to receive $7.69 in cash and a number of shares of Sykes common stock equal to an exchange ratio calculated as provided in the merger agreement.
The ICT G
ROUP
Board of Directors has approved the merger agreement and recommends that shareholders vote FOR the adoption of the
merger agreement. Completion of the transaction is subject to certain conditions, including adoption of the merger agreement by the shareholders of ICT G
ROUP
and other customary closing conditions. Subject to the satisfaction of these
closing conditions, the transaction is expected to be completed no later than the first business day following the special meeting of shareholders.
About ICT G
ROUP
:
ICT G
ROUP
, headquartered in Newtown, Pa., is a leading global provider of customer management and business process outsourcing solutions. The Company provides a comprehensive mix of
customer care/retention, up-selling/cross-selling, technical support and database marketing as well as e-mail management, data entry, collections, claims processing and document management services, using its global network of onshore, near-shore
and offshore operations. ICT G
ROUP
also provides interactive voice response (IVR) and advanced speech recognition solutions as well as hosted Customer Relationship Management (CRM) technologies, available for use by clients at their
own in-house facility or on a co-sourced basis in conjunction with the Companys fully integrated contact center operations. To learn more about ICT G
ROUP
, visit the Companys website at www.ictgroup.com.
Important Cautionary Information Regarding Forward Looking Statements
This document includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All
statements, other than statements of historical facts, are forward-looking statements. These forward looking statements address, among other things, activities, events or developments that we expect, believe or anticipate will or may occur in
the future, including our statements relating to the timing of the closing of the proposed merger with Sykes. These forward-looking statements are subject to a number of risks that could cause actual results to differ materially from those contained
in the forward-looking statements, including, but not limited to, the risk that our shareholders may not approve the merger and that the regulatory approvals and any other required approvals in connection with the merger may not be obtained on the
proposed terms or at the times anticipated, as well as the risk factors found in the Sykes 2008 Annual Report on Form 10-K, ICT Groups 2008 Annual Report on Form 10-K and each companys other filings with the Securities and Exchange
Commission (the SEC) available at the SECs Internet site (http://www.sec.gov).
Currently unknown or unanticipated risks, or
risks that emerge in the future, could cause actual results to differ materially from those described in forward-looking statements, and it is not possible for us to predict all such risks, or the extent to which this may cause actual results to
differ from those contained in any forward-looking statement. Except as required by law, we assume no obligation to update publicly any such forward-looking statements, whether as a result of new information, future events, or otherwise.
Additional Information
In
connection with the proposed merger, SYKES has filed with the SEC a Registration Statement on Form S-4 containing a definitive proxy statement of ICT that also constitutes a prospectus of SYKES. ICT will mail the definitive proxy
statement/prospectus to its shareholders. SYKES and ICT urge investors and security holders to read the definitive proxy statement/prospectus regarding the proposed merger because it contains important information. You may obtain copies of all
documents filed with the Securities and Exchange Commission regarding this transaction, free of charge, at the SECs website (www.sec.gov). You may also obtain these documents free from SYKES at
http://investor.SYKES.com/phoenix.zhtml?c=119541&p=irol-sec,or by contacting SYKES Investor Relations Department at 1-813-233-7143, or by contacting MBS Value Partners at 1-212-750-5800. You may also obtain these documents, free of charge,
from ICT at www.ictgroup.com.
SYKES, ICT and their respective directors, executive officers and certain other members of management and
employees may be soliciting proxies from ICT shareholders in favor of the merger. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the ICT shareholders in connection with the
proposed merger are set forth in the definitive proxy statement/prospectus that has been filed with the SEC. You can find information about SYKES executive officers and directors in the proxy statement for SYKES 2009 annual meeting of
shareholders, filed with the SEC on April 22, 2009. You can find information about ICTs executive officers and directors in the proxy statement for ICTs 2009 annual meeting of shareholders, filed with the SEC on April 29, 2009.
Free copies of these documents may be obtained from SYKES and ICT as described above.
N
EWS
R
ELEASE
ICT G
ROUP
, I
NC
.
800-799-6880
# # #
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