Form 8-K CONVERGYS CORP For: Aug 01

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 1, 2016

 

 

CONVERGYS CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Ohio		1-14379		31-1598292
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)
201 East Fourth Street Cincinnati, Ohio				45202
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: (513) 723-7000

Former name or former address, if changed since last report: Not applicable

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

---

Item 2.01.

Completion of Acquisition or Disposition of Assets.

On August 1, 2016, pursuant to the Share and Partnership Interest Purchase Agreement (the “Purchase Agreement”), dated July 6, 2016, by and among (x) Rheinsee 530. V V GmbH (“Acquisition Sub”), a company organized under the laws of Germany and wholly owned subsidiary of Convergys Corporation (the “Company”), (y) Jens Bormann und Karsten Wulf Capital Management GmbH (f/k/a buw Holding GmbH), a company organized under the laws of Germany (“buw Holding”), and (z) Jens Bormann and Karsten Wulf (the “Individual Sellers” and, together with buw Holding, the “Sellers”), Acquisition Sub acquired (the “Acquisition”) from the Sellers (i) 100% of the limited partnership interest in buw Management Holding GmbH & Co. KG, a limited partnership organized under the laws of Germany (“buw”), and (ii) 100% of the share capital in buw Verwaltungs GmbH, a company organized under the laws of Austria and the general partner of buw. As a result of the Acquisition, buw became a wholly owned subsidiary of the Company.

The aggregate cash purchase price for the Acquisition was €119.6 million, which was based on a total enterprise value for buw of €123 million, minus net financial debt (as calculated in accordance with the Purchase Agreement) and a working capital adjustment, and remains subject to adjustment following the closing based on buw’s actual cash, net financial debt and working capital at the closing.

The foregoing description of the Purchase Agreement and the Acquisition does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 7, 2016 and is incorporated in this Item 2.01 by reference.

 

Item 8.01.

Other Events.

On August 1, 2016, the Company issued a press release announcing the closing of the Acquisition. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated in this Item 8.01 by reference.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits:

 

Exhibit No.		Description
99.1		Press release issued by Convergys Corporation on August 1, 2016.

 

2

---

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: August 1, 2016

 

3

---

EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Press release issued by Convergys Corporation on August 1, 2016.

Exhibit 99.1

Convergys Completes Acquisition of buw

Convergys Expands European Footprint and Becomes Second Largest Customer

Management Services Company in Germany

(Cincinnati; August 1, 2016) – Convergys Corporation (“Convergys”) (NYSE: CVG), a global leader in customer management, today announced that it has completed its previously announced acquisition of buw, a leader in the German customer management BPO industry.

By adding buw’s geographic footprint, complementary client base, and German language capabilities, Convergys becomes the second largest outsourced customer services provider in Germany. The combination creates a team of approximately 7,000 German-speaking service professionals, located in 19 sites and four countries – Germany, Hungary, Romania, and Poland – to serve the growing EUR 3 billion German outsourced customer management market.

“We are excited to welcome buw employees and clients to Convergys,” said Andrea Ayers, president and CEO of Convergys. “buw clients will have access to Convergys’ capabilities and global scale, and employees will have the ability to explore career opportunities in 33 countries spanning 5 continents. Convergys will benefit from buw’s footprint, strong client relationships, and an incredibly talented team. Given our similar core values and common goal of providing best-in-class service, we expect a smooth transition and growth in Europe that will continue to benefit our clients, employees, and shareholders.”

Forward-Looking Statements Disclosure and “Safe Harbor” Note

This news release contains statements, estimates, or projections that constitute “forward-looking statements” as defined under U.S. federal securities laws. Forward looking statements may be identified by words such as “will,” “expect,” “estimate,” “think,” “forecast,” “guidance, “outlook,” “plan,” “lead,” “project” or other comparable terminology. Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical experience and present expectations or projections. These risks include, but are not limited to: (i) the loss of a significant client or significant business from a client; (ii) the future financial performance of Convergys’ largest clients and the major industries that it serves; (iii) contractual provisions that may limit profitability or enable Convergys’ clients to reduce or terminate services; (iv) the failure to successfully acquire and integrate businesses, including buw; (v) Convergys’ inability to protect proprietary or personally identifiable data against unauthorized access or unintended release; (vi) Convergys’ inability to maintain and upgrade its technology and network equipment in a timely and cost effective manner; (vii) international business and political risks, including economic weakness and operational disruption as a result of natural events, political unrest, war, terrorist attacks or other civil disruption; (viii) the effects of foreign currency exchange rate fluctuations; (ix) the failure to meet expectations regarding future tax liabilities or the unfavorable resolution of tax contingencies; (x) adverse effects of regulatory requirements, investigative and legal actions, and other commitments and contingencies and (xi) those

---

factors contained in Convergys’ periodic reports filed with the SEC, including in the “Risk Factors” section of its most recent Annual Report on Form 10-K. The forward-looking information in this document is given as of the date of the particular statement and Convergys assumes no duty to update this information.

About Convergys

As a global leader in customer management for over 30 years, Convergys is uniquely focused on helping companies find new ways to enhance the value of their customer relationships and deliver consistent customer experiences across all channels and geographies. Every day, our 136,000 employees help our clients balance the demands of increasing revenue, improving customer satisfaction, and reducing overall cost using an optimal mix of agent, technology, and analytics solutions. Our actionable insight stems from handling billions of customer interactions annually for our clients. Visit www.convergys.com to learn more.

(Convergys and the Convergys logo are registered trademarks of Convergys Corporation)

Contacts:

David Stein, Investor Relations

+1 513 723 7768 or [email protected]

Krista Boyle, Public/Media Relations

+1 513 723 2061 or [email protected]

---

Serious News for Serious Traders! Try StreetInsider.com Premium Free!

---

You May Also Be Interested In

• Macerich Celebrates Earth Month With ‘You Pledge We Plant’ Campaign, Industry Recognition
• Stockholder Alert: Robbins LLP Informs Investors of the Class Action Filed Against Compass Minerals International, Inc. (CMP)
• RUM Reports Annual Financial Results with Increased Net Comprehensive Income for the Year Ended December 31, 2023