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.


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