OMAHA, Neb., May 31 /PRNewswire-FirstCall/ -- West Corporation (Nasdaq:
WSTC), a leading provider of outsourced communication solutions, announced
today that it has entered into a definitive agreement to recapitalize the
Company in a transaction sponsored by an investor group led by Thomas H.
Lee Partners and Quadrangle Group LLC.
The board of directors of West Corporation, on the recommendation of a
special committee of independent directors, has approved the merger
agreement and recommends that West's stockholders adopt the agreement.
Under the terms of the agreement, all stockholders except Gary and Mary
West, the founders of the Company and Chairman and Vice Chairman of the
board, respectively, will receive $48.75 per share in cash. At the request
of the special committee, and as required by the equity sponsors in order
to deliver a higher cash price per share to the public stockholders, Gary
and Mary West have agreed to convert their holdings as follows:
approximately 85% of their current ownership into $42.83 per share in cash;
and approximately 15% of their current ownership into shares of the
corporation surviving the merger. Gary and Mary West, who own approximately
56% of the outstanding shares of the Company's common stock, have agreed
under certain circumstances to vote their shares in favor of the
transaction.
The transaction values the Company at approximately $4.1 billion,
including debt as of the date of the definitive agreement. The purchase
price per share to the public stockholders represents an approximate 13%
premium over West's closing stock price on May 30, 2006 and an approximate
16% premium over the trailing five day average.
Pursuant to the merger agreement, the Company may solicit other
acquisition proposals during the 21 day period ending June 20, 2006. If
another party makes a proposal recommended by the Board as superior prior
to the time a meeting of the stockholders is held to vote on the merger,
Gary and Mary West will be released from their voting obligation. In the
event the merger agreement is terminated in order for the Company to pursue
a superior transaction, the Company would be required to pay the investor
group a breakup fee of $93 million plus related expenses.
The transaction is currently expected to close in the fourth quarter of
2006 and is subject to customary closing conditions including the approval
of West Corporation's stockholders.
William E. Fisher, speaking on behalf of the special committee said,
"The independent special committee carefully considered this offer with the
counsel of independent legal and financial advisors and, after extensive
negotiations, unanimously concluded that this transaction is in the best
interest of our public stockholders."
"In addition to providing West's public stockholders a premium for
their shares, we believe this transaction is also in the best interest of
the Company's employees and customers," said Thomas B. Barker, Chief
Executive Officer of West Corporation.
Barker continued, "Further, we are pleased to be partnering with an
experienced group of investors who understand our business and are
committed to working with management. These investors have an excellent
reputation of building value at their portfolio companies by providing
strong financial resources and strategic skills. We are proud of the
significant value we have created over the past 20 years and look forward
to continuing to serve our clients and growing the Company."
"West Corporation benefits from leading market positions in strong
growth industries. We look forward to building on the Company's track
record of profitable growth in partnership with its extraordinary
management team and employees," said Anthony J. DiNovi, Co-President of
Thomas H. Lee Partners.
"The West management team has done a remarkable job growing the Company
organically and through strategic acquisitions. It's a great set of assets
and an even better management team. We look forward to partnering with
them," said Joshua L. Steiner, a Managing Principal of Quadrangle Group.
Goldman Sachs is acting as financial advisor and Sidley Austin LLP is
acting as legal advisor for West Corporation. Morgan Stanley is acting as
financial advisor and Potter Anderson & Corroon LLP is acting as legal
advisor for the special committee of West's board of directors. Lehman
Brothers and Deutsche Bank are acting as financial advisors and Ropes and
Gray LLP is acting as legal advisor to Thomas H. Lee Partners and
Quadrangle Group. Lehman Brothers, Deutsche Bank and Bank of America have
provided commitments on an exclusive basis for the debt portion of the
financing for the transaction, which are subject to customary conditions.
Conference Call
The Company will hold a conference call to discuss the transaction on
Wednesday, May 31, 2006 at 12:00 PM Eastern Time (11:00 AM Central Time).
Investors may access the call by visiting the Investor section of the West
Corporation website at http://www.west.com and clicking on the Webcast link
or by calling 800-374-0457. A replay of the call will also be available on
the website.
About West Corporation
West Corporation is a leading provider of outsourced communication
solutions to many of the world's largest companies, organizations and
government agencies. West helps its clients communicate effectively,
maximize the value of their customer relationships and drive greater
profitability from every interaction. The Company's integrated suite of
customized solutions includes customer acquisition, customer care,
automated voice services, emergency communications, conferencing and
accounts receivable management services.
Founded in 1986 and headquartered in Omaha, Nebraska, West has a team
of 29,000 employees based in North America, Europe and Asia. For more
information, please visit http://www.west.com .
About Thomas H. Lee Partners, L.P.
Thomas H. Lee Partners, L.P., or THL, is a leading private equity firm
based in Boston, Massachusetts that has raised committed capital of over
$16 billion over its 30 year history. Founded in 1974, THL is focused on
identifying and acquiring substantial ownership stakes in mid to large cap
growth companies. THL invests in companies with leading market positions,
proven and experienced management teams, recognized brand names and well-
defined business plans, which include opportunities for growth and
expansion in their core and related businesses. Notable transactions
sponsored by the firm include Cott Corporation, Cumulus Media Partners,
Dunkin' Brands, Inc., Fidelity National Information Services, Inc., Fisher
Scientific International Inc., Grupo Ono, Houghton Mifflin Company, Michael
Foods, Inc., National Waterworks, Inc., Nortek Inc., ProSiebenSat.1 Media
AG, Simmons Company, Warner Chilcott Corporation and Warner Music Group.
About Quadrangle Group LLC
Quadrangle Group LLC is a private investment firm based in New York
City, with approximately $5 billion in assets under management. Quadrangle
invests in media and communications companies through separate private and
public investment strategies, and in the securities of financially troubled
companies across all industries through a distressed debt investment
program. All investment strategies seek to maximize value by leveraging the
investment teams' extensive experience, knowledge and industry
relationships. For more information, please visit
http://www.quadranglegroup.com .
Forward-Looking Statements
This news release contains forward-looking statements within the
meaning of the Federal securities laws. You can identify these and other
forward looking statements by the use of such words as "will," "expect,"
"plans," "believes," "estimates," "intend," "continue," or the negative of
such terms, or other comparable terminology. Forward-looking statements
also include the assumptions underlying or relating to any of the foregoing
statements.
Actual results could differ materially from the expectations expressed
in these statements. Factors that could cause actual results to differ
include risks related to the acquisition being consummated; the risk that
required regulatory approvals or financing might not be obtained in a
timely manner, without conditions, or at all; the ability to satisfy all
closing conditions in the definitive agreement; difficulties in retaining
employees as a result of the merger agreement; risks of unforeseen material
adverse changes to our business or operations; risks that the proposed
transaction disrupts current plans, operations, and technology and product
development efforts; and other factors described in West's SEC reports,
including its annual report on Form 10-K for the year ended December 31,
2005 and quarterly report on Form 10-Q for the quarter ended March 31,
2006. West Corporation assumes no obligation to update any forecast or the
forward-looking statements included in this document, except as required by
law.
Additional Information and Where to Find It
In connection with the proposed transaction, West Corporation intends
to file a proxy statement and other relevant materials with the Securities
and Exchange Commission ("SEC"), and will furnish to stockholders of West
Corporation, such proxy statement. BEFORE MAKING ANY VOTING DECISION WITH
RESPECT TO THE PROPOSED TRANSACTION, STOCKHOLDERS OF WEST CORPORATION ARE
URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT MATERIALS BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The
proxy statement and other relevant materials, and any other documents filed
by West Corporation with the SEC, may be obtained (when available) free of
charge at the SEC's website at http://www.sec.gov . In addition,
stockholders of West Corporation may obtain free copies of the documents
filed with the SEC by directing a request through the Investors Relations
portion of West Corporation's website at http://www.west.com or by mail to
West Corporation, 11808 Miracle Hills Drive, Omaha, NE, 68154, attention:
Investor Relations, telephone: (402) 963-1500. You may also read and copy
any reports, statements and other information filed by West Corporation
with the SEC at the SEC public reference room at 450 Fifth Street, N.W.
Room 1200, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or
visit the SEC's website for further information on its public reference
room.
Participants in the Solicitation
West Corporation and certain of its executive officers and directors
may, under the rules of the SEC, be deemed to be "participants" in the
solicitation of proxies from West Corporation stockholders in favor of the
proposed transaction. Certain executive officers and directors of West
Corporation have interests in the transaction that may differ from the
interests of stockholders generally, including the participation with the
investor group in the acquisition of the Company, the acceleration of
vesting of stock options and/or restricted stock awards and the payment of
cash bonuses in connection with a change in control transaction.
Information regarding the persons who may be considered "participants" in
the solicitation of proxies will be set forth in West Corporation's proxy
statement when it is filed with the SEC. Information regarding certain of
these persons and their beneficial ownership of West Corporation common
stock is also set forth in its proxy statement filed on April 17, 2006 with
the SEC.
SOURCE West Corporation
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Related links:
http://www.west.com
http://www.quadranglegroup.com
CONTACT:
David Pleiss of West Corporation,
+1-402-963-1500, dmpleiss@west.com , or, Matt Benson,
+1-415-618-8750, mbenson@sardverb.com , Robin Weinberg,
+1-212-687-8080, rweinberg@sardverb.com , both of Citigate Sard
Verbinnen, both for Thomas H. Lee Partners, or, Adam Miller of
Abernathy MacGregor Group Inc., for Quadrangle Group LLC,
+1-212-371-5999, alm@abmac.com
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