Genesys Commences Tender Offer For All Outstanding Shares Of SoundBite Communications, Inc. (SDBT)
DALY CITY, Calif., June 4, 2013 /PRNewswire/ -- Genesys Telecommunications Laboratories, Inc. is commencing today, through its direct wholly-owned subsidiary Sonar Merger Sub Inc., a cash tender offer to purchase all outstanding shares of common stock of SoundBite Communications, Inc. (NASDAQ: SDBT). Genesys announced its intention to acquire SoundBite on Monday, May 20, 2013. Upon the successful closing of the tender offer, stockholders of SoundBite will receive $5.00 in cash for each share of SoundBite common stock validly tendered and not validly withdrawn in the offer, without interest and less any applicable withholding taxes.
As previously disclosed, Genesys has received from certain SoundBite stockholders, which represent approximately 41% of the outstanding shares of SoundBite common stock, tender and support agreements to tender all of their shares in the tender offer (subject to certain terms and conditions) and, if applicable, to vote those shares in favor of the transaction.
Genesys will file today with the U.S. Securities and Exchange Commission ("SEC") a tender offer statement on Schedule TO which sets forth in detail the terms of the tender offer. Additionally, SoundBite will file with the SEC a solicitation/recommendation statement on Schedule 14D-9 that includes the unanimous recommendation of SoundBite's board of directors that SoundBite stockholders accept the tender offer and tender their SoundBite shares.
The tender offer will expire at midnight (New York City Time), at the end of the day on Monday, July 1, 2013 unless extended in accordance with the merger agreement and the applicable rules and regulations of the SEC. The completion of the tender offer is subject to the tender of at least a majority of SoundBite's outstanding shares of common stock (on a fully diluted basis) and other customary closing conditions.On June 3, 2013, SoundBite and Greeneden Topco S.C.A., the ultimate parent entity of Genesys, were granted early termination, effective June 3, 2013, of the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act the ("HSR Act") in connection with the purchase of shares in the tender offer and the merger. Early termination of the waiting period under the HSR Act satisfies one of the conditions necessary for the consummation of the tender offer. About Genesys Genesys is a leading provider of customer engagement and contact center solutions. With more than 3,000 customers in 80 countries, Genesys orchestrates more than 100 million customer interactions every day across the contact center and back office, helping companies deliver fast and optimal levels of customer service with a highly personalized cross-channel customer experience. Genesys also prioritizes the flow of work to back office personnel resulting from any customer interaction, internal workflow or business application, optimizing the performance and satisfaction of customer-facing employees across the enterprise.
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