By Lisa Kerner
Charlotte, N.C., July 16 - The boards of directors of Convergys Corp. and Intervoice, Inc. approved a definitive merger agreement under which Convergys will acquire Intervoice for $335 million in cash, or $8.25 per share, it was announced on Wednesday.
Intervoice planned to convene and then immediately recess its 2008 annual meeting of shareholders on Wednesday in light of the merger agreement, a company statement said.
Stockholders will be asked to elect directors and ratify Intervoice's independent registered public accounting firm at the reconvened meeting on July 28. Record date for the meeting remains May 30, Intervoice noted.
Convergys' per-share offer price is a 24% premium to Intervoice's closing stock price on July 15.
A $14.5 million termination fee is included in the agreement, according to a form 8-K filed with the Securities and Exchange Commission.
Convergys said it will begin a tender offer for all outstanding shares of Intervoice common stock no later than Aug. 1, followed by a second-step merger once the tender offer is completed.
The transaction is slated to close in the third quarter of 2008, subject to the valid tender of two-thirds of the outstanding Intervoice shares, the release stated.
Convergys plans to initially fund the transaction through existing and new credit facilities and cash on hand. The tender offer is not subject to a financing contingency, Convergys said.
"This acquisition is part of our plan to be the market leader in relationship management solutions," Convergys president and chief executive officer Dave Dougherty stated in the release.
Convergys said that it will be able to offer more comprehensive automated and live agent services by integrating Intervoice's complementary speech automation, web self-care and mobile applications.
Dallas-based Intervoice provides converged voice and data solutions for the network and enterprise markets.
Convergys is a Cincinnati relationship management solutions provider.
| Acquirer: | Convergys Corp.
|
| Target: | Intervoice, Inc.
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| Announcement date: | July 16
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| Price per share: | $8.25
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| Transaction total: | $333.5 million
|
| Termination fee: | $14.5 million
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| Expected closing: | Third quarter of 2008
|
| Stock price of target: | Nasdaq: INTV: $6.67 on July 15
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