DALLAS, March 8 /PRNewswire-FirstCall/ -- SOURCECORP, Incorporated
(Nasdaq: SRCP) ("SOURCECORP" or the "Company"), a leading national provider of
business process outsourcing solutions and specialized high value consulting
services to clients throughout the U.S., announced today that it has concluded
its strategic review and entered into a definitive agreement for the Company
to be acquired by affiliates of Apollo Management, L.P. ("Apollo").
Under the terms of the agreement, SOURCECORP's stockholders will receive
$25 in cash for each share of SOURCECORP common stock they hold. The
transaction will be financed through a combination of equity contributed by
Apollo and debt financing. The Board of Directors of SOURCECORP has approved
the merger agreement and recommends that SOURCECORP's stockholders vote in
favor of the transaction at the special stockholders meeting that will be
called to approve the transaction. Affiliates of JANA Partners LLC, which
collectively own approximately 13% of SOURCECORP's outstanding common stock,
have agreed with Apollo to vote their shares in favor of the merger.
Ed Bowman, President and Chief Executive Officer of SOURCECORP, and
certain officers of SOURCECORP will remain with the Company after the closing
of the transaction and will invest in the transaction as equity holders in the
acquiring entity.
"We are very pleased with the results of our strategic review. This
transaction represents an endorsement of our business model, our strong market
position, the quality of our customer base and the talent and expertise of our
people," said Bowman. "It also provides our Company with a strong partner
with knowledge of our businesses, which will enable us to continue to provide
superior service to our customers and growth opportunities for our employees.
I would like to thank all of SOURCECORP's employees who made the
transformation of SOURCECORP and this opportunity with Apollo possible, for
their hard work and dedication over the years."
Thomas C. Walker, Chairman of the Board, added, "Over twelve years ago we
had a vision to become the 'First National, Single-Source Provider of Document
Management Services'. We met that challenge and also have
transformed SOURCECORP as our industry has changed, capitalizing on the
opportunities presented by the transition."
"Apollo has spent the past several years reviewing opportunities in the
outsourcing industry and we are extremely excited to be acquiring a franchise
asset," said Marc Becker, a partner at Apollo. "The management team and all
of the Company's employees have done an outstanding job
developing SOURCECORP's competencies and market position. We are delighted to
have an opportunity to invest in the Company, which we know will continue its
strong performance."
Completion of the transaction is subject to customary closing conditions,
including approval by SOURCECORP's stockholders, expiration of the antitrust
waiting period, the absence of a material adverse change in SOURCECORP's
business and the receipt of the committed financing by Credit Suisse
Securities (USA) LLC and UBS Securities LLC. The transaction is expected to
be completed in the second or third quarter of 2006.
Lehman Brothers acted as financial advisor to SOURCECORP and provided a
fairness opinion to the Board of Directors of SOURCECORP in connection with
the transaction. Credit Suisse Securities (USA) LLC acted as financial
advisor to Apollo with respect to certain matters. White & Case LLP acted as
legal advisor to SOURCECORP and Akin Gump Strauss Hauer & Feld LLP acted as
legal advisor to Apollo in connection with the transaction.
About SOURCECORP
SOURCECORP, Incorporated provides business process outsourcing solutions
and specialized high value consulting services to clients throughout the
U.S. SOURCECORP focuses on business processes in information-intensive
industries including commercial, financial, government, healthcare, and legal.
Headquartered in Dallas, the Company serves clients throughout the United
States through a network of locations in the U.S., Mexico and India.
SOURCECORP is a component of both the S&P SmallCap 600 Index and the
Russell 2000 Index. The Company has been cited among the Top 100 Hot Growth
Companies by BusinessWeek magazine (2001). SOURCECORP has also been recognized
twice by Forbes magazine as one of the 200 Best Small Companies (1998, 1999),
based on return equity, sales growth, and EPS growth, and by FORTUNE magazine
as one of America's 100 Fastest Growing Public Companies (1999). For more
information about SOURCECORP's solutions, including case-study examples, visit
the SOURCECORP website at http://www.sourcecorp.com
About Apollo
Apollo was founded in 1990 and is among the most active and successful
private investment firms in the United States. Since its inception, Apollo
has managed the investment of an aggregate of approximately $13 billion in
equity capital in corporate transactions in a wide variety of industries, both
domestically and internationally.
In connection with the proposed merger, SOURCECORP will file a proxy
statement with the Securities and Exchange Commission. INVESTORS AND SECURITY
HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE,
BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders
may obtain a free copy of the proxy statement (when available) and other
documents filed by SOURCECORP at the Securities and Exchange Commission's
website at http://www.sec.gov . The proxy statement and such other documents
may also be obtained for free from SOURCECORP's website at
http://www.sourcecorp.com under the Investor Relations Tab or by directing
such request to investorrelations@srcp.com .
SOURCECORP and certain of its directors, executive officers and other
members of its management and employees may be deemed to be participants in
the solicitation of proxies from its stockholders in connection with the
proposed merger. Information concerning the interests of SOURCECORP's
participants in the solicitation will be set forth in the proxy statement
relating to the merger when it becomes available.
FORWARD LOOKING STATEMENT
This press release contains forward-looking statements such as the
Company's intentions, hopes, beliefs, expectations, strategies, predictions or
any other variation thereof or comparable phraseology of the Company's future
activities or other future events or conditions within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, which are intended to be covered
by the safe harbors created thereby. These statements include comments
regarding the expected timing of the transaction. Investors are cautioned
that all forward-looking statements involve risks and uncertainty, including,
without limitation, whether or not the conditions that must be satisfied for
the transaction to close will be satisfied. The Company may not be able to
complete the proposed transaction on the terms summarized above or other
acceptable terms, or at all, due to a number of factors, including the failure
to obtain approval of the Company's stockholders, to obtain the necessary debt
financing or to satisfy the other closing conditions.
The Company disclaims any obligation to update any forward-looking
statements including financial estimates, whether as a result of new
information, future events or otherwise, except as required by law.
SOURCE SOURCECORP
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Related links:
http://www.sourcecorp.com
CONTACT:
Barry Edwards for SOURCECORP,
+1-214-740-6690; or Steven S. Anreder for Apollo Management,
L.P., +1-212-532-3232
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