DENVER, Sept. 30,
2024 /PRNewswire/ -- TTEC Holdings, Inc.
(NASDAQ:TTEC) ("TTEC" or the "Company"), a leading global CX
(customer experience) technology and services innovator for
AI-enabled CX solutions, announced that its Board of Directors has
received an unsolicited, preliminary, non-binding proposal letter,
dated September 27, 2024, from TTEC founder, Chairman and
Chief Executive Officer Kenneth
Tuchman, to take the Company private at a proposed purchase
price of $6.85 per share to the Company's other shareholders.
Mr. Tuchman beneficially owns approximately 58% of the Company's
common stock.
The Company's Board of Directors has established a Special
Committee consisting of independent directors. The Special
Committee with its own advisors will evaluate the proposal and
determine the appropriate course of action and process.
The proposal is conditioned on, among other things, the receipt
of financing for the transaction, the negotiation and execution of
a definitive agreement, as well as approval and recommendation of
the proposal by the Special Committee and approval by holders of a
majority of the shares of the Company's common stock not owned by
Mr. Tuchman, his affiliates and company executive management.
There can be no assurance that any definitive offer will be
received, that any definitive agreement will be executed relating
to the proposal or that this or any other transaction will be
approved or consummated. The Company does not undertake any
obligation to provide any updates with respect to this or any other
transaction, except as required under applicable law.
A copy of Mr. Tuchman's letter to the Board is included
below:
September 27,
2024
Board of Directors
TTEC Holdings, Inc.
6312 South Fiddler's Green Circle
Suite 100N
Greenwood Village, CO 80111
Dear Members of the Board of Directors:
As you know, I founded TTEC Holdings, Inc.
("TTEC" or the "Company") more than 40 years ago and am proud of
the business we have built over the decades. Given the rapid pace
of change in our industry and the evolution of our business to meet
the challenges of this dynamic environment, I have come to the
conclusion that it is in the best interest of TTEC and its business
partners, employees and shareholders to return to being a private
and entrepreneurially led company. I am therefore submitting a
non-binding proposal (the "Proposal") to acquire all of the
outstanding shares of common stock (the "Common Stock") of the
Company not already owned by me and my controlled affiliates
(collectively, the "Proposing Group") for cash consideration at a
purchase price of $6.85 per share.
This proposal is preliminary as further described in this
letter.
The proposed purchase price represents a premium
of 55% to the volume-weighted average price of the Common Stock for
the 30 trading days ending on September 27,
2024 and a 69% premium to the most recent closing price.
Exploring a take-private transaction is an
important step at this juncture for TTEC. Such a transaction should
provide benefits for all stakeholders – it would allow public
shareholders to obtain liquidity, derisking their investment at a
significant premium to the Company's current share price and at an
implied transaction multiple above that of the Company's peers. At
the same time, the Proposal will provide TTEC and its employees
with the freedom to operate and make the strategic investments
necessary to ensure long-term success, without the short-term focus
of quarterly reporting and the other limitations attendant to being
a public company.
The Proposing Group anticipates that the Board
of Directors will establish and empower a special committee
consisting solely of independent and disinterested directors (the
"Special Committee") as required by Delaware law and will delegate to the Special
Committee the authority to evaluate and negotiate the Proposal, as
well as any other matters the Board (with myself recused) may
decide. We expect that the Special Committee will select and engage
its own independent financial and legal advisors, and we look
forward to working with them.
The Proposal is conditioned upon, among other
things, negotiation and execution of a mutually satisfactory
binding agreement with respect to the Proposal, as well as the
receipt by the Proposing Group of equity and/or debt financing
commitments in an amount and on terms acceptable to the Proposing
Group. The Proposing Group has identified financial and legal
advisors to work with to finalize the Proposal, and, with your
engagement on behalf of the Company's other shareholders, will
pursue detailed discussions with potential financing sources to
provide committed financing for the Proposal.
In addition, the Proposing Group will only
pursue a transaction that is expressly conditioned on the
procedures described in Kahn v. M&F Worldwide Corp. and its
progeny under Delaware law. Any
potential transaction would (among other things) have to be (a)
approved by a fully empowered Special Committee as described above,
and (b) subject to a non-waivable condition requiring the approval
of the holders of a majority of the outstanding shares of Common
Stock that are not owned by members of the Proposing Group or their
affiliates and associates or Company executive management (a
"majority-of-the-minority" condition).
I founded TTEC with the goal of humanizing the
customer experience, and continue to be deeply invested in the
success of the business – the members of the Proposing Group
beneficially own approximately 58% of the outstanding Common Stock.
We make this Proposal based on our view that it will deliver full
and fair value to the Company's public shareholders, and will be
beneficial to the business of the Company, our customers and
business partners. We do not have any present intention to sell our
Common Stock or pursue any merger or other similar extraordinary
transaction relating to the Company that would result in a change
in control or dilute in any meaningful respect our economic and
voting interest in the Company. We recognize too that our Proposal
may not result in a definitive, completed transaction, as either
the Special Committee or the unaffiliated shareholders of the
Company may not approve the Proposal. We would respect such an
outcome, and it would not adversely affect the Proposing Group's
ongoing relationship with the Company, nor my commitment to the
long-term success of TTEC.
This letter is a non-binding expression of
interest only, and the Proposing Group reserves the right to
withdraw or modify the Proposal in any manner at any time, or to
terminate discussions and negotiations with the Special Committee
at any time in our sole discretion.
We thank you for your attention and are prepared
to work expeditiously with the Special Committee and its advisors
to agree to a definitive transaction. We look forward to working
with you.
Sincerely,
Kenneth D. Tuchman
ABOUT TTEC
TTEC (pronounced T-TEC) Holdings, Inc. (NASDAQ:TTEC) is a
leading global CX (customer experience) technology and services
innovator for AI-enabled digital CX solutions. Serving iconic and
disruptive brands, TTEC's outcome-based solutions span the entire
enterprise, touch every virtual interaction channel, and improve
each step of the customer journey. Leveraging next-gen digital
technology, the Company's TTEC Digital business designs, builds,
and operates omnichannel contact center technology, CRM, AI and
analytics solutions. The Company's TTEC Engage business delivers
AI-enhanced customer engagement, customer acquisition and growth,
tech support, back office, and fraud prevention
services. Founded in 1982, the Company's singular obsession with CX
excellence has earned it leading client, customer, and employee
satisfaction scores across the globe. The Company's approximately
54,000 employees operate on six continents and bring technology and
humanity together to deliver happy customers and differentiated
business results. To learn more visit us at
https://www.ttec.com.
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SOURCE TTEC Holdings