Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant  x
 
Filed by a Party other than the Registrant  o
 
Check the appropriate box:
o
 
Preliminary Proxy Statement
o
 
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o
 
Definitive Proxy Statement
ý

 
Definitive Additional Materials
 
 
Soliciting Material Pursuant to §240.14a-12
 
 
 
 
 
StarTek, Inc.
(Name of Registrant as Specified In Its Charter)
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 
Payment of Filing Fee (Check the appropriate box):
o
 
No fee required.
o
 
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
 
(1
)
 
Title of each class of securities to which transaction applies: Common stock, $0.01 par value
 
 
(2
)
 
Aggregate number of securities to which transaction applies: 21,433,333 shares of StarTek, Inc. common stock
 
 
(3
)
 
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): The filing fee was calculated based on the value of the transaction, which was computed by multiplying 21,433,333 shares of StarTek, Inc. common stock by $8.23 per share, that being the average of the high and low prices reported on the New York Stock Exchange for such shares on May 3, 2018. In accordance with Section 14(a) of the Securities Exchange Act of 1934, the filing fee was determined at the rate of $124.50 per million.
 
 
(4
)
 
Proposed maximum aggregate value of transaction: $ 176,396,330.59
 
 
(5
)
 
Total fee paid: $21,961.34
 
 
 
 
 
ý

 
Fee paid previously with preliminary materials.
 
 
 
o
 
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
 
(1
)
 
Amount Previously Paid:
 
 
(2
)
 
Form, Schedule or Registration Statement No.:
 
 
(3
)
 
Filing Party:
 
 
(4
)
 
Date Filed:







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Business Process Outsourcing

SUPPLEMENT TO THE PROXY STATEMENT FOR THE
2018 ANNUAL MEETING OF STOCKHOLDERS OF STARTEK, INC.,
TO BE HELD ON JULY 19, 2018












SUPPLEMENT TO THE PROXY STATEMENT FOR THE
2018 ANNUAL MEETING OF STOCKHOLDERS OF STARTEK, INC.,
To Be Held On July 19, 2018

To the Stockholders of StarTek, Inc.:
    
On July 3, 2018, we entered into an amendment (the “Amendment”) to the Transaction Agreement dated as of March 14, 2018 (as may be further amended from time to time, the “Transaction Agreement”) between the Company, CSP Alpha Midco Pte Ltd, a Singapore private limited company (“Aegis”), and CSP Alpha Holdings Parent Pte Ltd, a Singapore private limited company (the “Aegis Stockholder”).

The Transaction Agreement remains unchanged with respect to the Company’s acquisition of all of the outstanding capital stock of Aegis from the Aegis Stockholder in exchange for the issuance of 20,600,000 shares of the Company’s common stock. However, pursuant to the Amendment, the number of shares of our common stock that the Aegis Stockholder will additionally purchase has been reduced from 833,333 to 166,667 and the amount of the total cash payment to the Company for such additional shares has been reduced from $10,000,000 to $2,000,000, which continues to represent a purchase price of $12 per share of common stock. The number of shares of our common stock issued pursuant to the Transaction Agreement and the amount of the additional payment remain subject to adjustment as set forth in the Transaction Agreement, including based on the relative net debt of the parties as of the closing. The Amendment also reduces the Aegis net debt target from $150,000,000 to $145,000,000. A copy of the Amendment is attached as Annex A to this Supplement.

The Board has changed the date of the Annual Meeting to July 19, 2018 at 8:00 a.m. local time. The record date for determining those stockholders entitled to vote at the Annual Meeting has not changed and will remain as the close of business on June 15, 2018. After careful consideration, the StarTek board continues to unanimously recommend that you vote “FOR” the Aegis Issuance Proposal, “FOR” the Amazon Issuance Proposal, “FOR” the Authorized Shares Proposal, “FOR” the Corporate Opportunity Proposal, “FOR” the Transaction-Related Compensation Proposal, “FOR” all of the nominees in the Director Election Proposal, “FOR” the Advisory Compensation Proposal, “FOR” the Accountant Ratification Proposal and “FOR” the Adjournment Proposal.

This supplement (“Supplement”) supplements the disclosures contained in the definitive proxy statement (the “Definitive Proxy Statement”) filed by the Company with the Securities and Exchange Commission (the “SEC”) on June 13, 2018. This Supplement and the Definitive Proxy Statement provide detailed information about the Amendment, the Annual Meeting, the amended Transaction Agreement and the transactions contemplated thereby. This Supplement and the Definitive Proxy Statement also describe the actions and determinations of our Board in connection with its evaluation of the Amendment, the Transaction Agreement and the transactions contemplated thereby. We encourage you to read this Supplement, the Definitive Proxy Statement and their annexes, including the Amendment and the Transaction Agreement, carefully and in their entirety. You may also obtain more information about the Company from documents we file with the SEC from time to time.

Stockholders that previously voted “FOR” the proposals above do not need to vote again unless they wish to change their vote. Stockholders that previously voted against or abstained on the proposals above or that did not vote by proxy are strongly recommended to vote “FOR” the proposals.

YOUR VOTE IS VERY IMPORTANT. EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, WE REQUEST THAT YOU AUTHORIZE YOUR PROXY TO VOTE YOUR SHARES BY EITHER MARKING, SIGNING, DATING AND PROMPTLY RETURNING THE PROXY CARD OR SUBMITTING YOUR PROXY OR VOTING INSTRUCTIONS BY TELEPHONE OR INTERNET. If you are a stockholder of record and attend the Annual Meeting and desire to vote in person, you may do so even though you have previously sent a proxy. The failure to vote, or an abstention from voting, will have exactly the same effect as voting against the Authorized Shares Proposal, the approval of which is necessary to consummate the transactions contemplated by the amended Transaction Agreement.

If your shares are held in “street name,” you should instruct your broker on how to vote your shares, following the procedures provided by your broker. Your broker may be unable to vote your shares without instructions from you. The failure to instruct your broker on how to vote your shares could have exactly the same effect as voting against the Authorized Shares Proposal, the approval of which is necessary to consummate the transactions contemplated by the Transaction Agreement.





If you have any questions or need assistance voting your shares, please contact our proxy solicitor:

Saratoga Proxy Consulting, LLC
528 8th Avenue, 14th Floor, New York, NY 10018
toll-free at (888) 368-0379 or (212) 257-1311
or by email at info@saratogaproxy.com
                            

Sincerely,
                            carlsonsiga02.jpg
Chad A. Carlson                                                        President and Chief Executive Officer

The Transaction Agreement and the transactions contemplated thereby have not been approved or disapproved by the SEC or any state securities commission. Neither the SEC nor any state securities commission has passed upon the merits or fairness of the transactions or upon the adequacy or accuracy of the information contained in this Supplement or the Definitive Proxy Statement. Any representation to the contrary is a criminal offense.

This Supplement is dated July 5, 2018 and is first being mailed to stockholders on or about July 5, 2018.





STARTEK, INC.
 
TABLE OF CONTENTS 
 
Page
Amendment to the Transaction Agreement
Change in Date of the Annual Meeting
Cautionary Note Regarding Forward-Looking Statements
Supplemental Disclosures
Where You Can Find More Information
Questions and Answers
Summaries
Background of the Aegis Transactions
Reasons for the Aegis Transactions
Unaudited Pro Forma Condensed Combined Financial Information
Opinion of the Financial Advisor to the Company
Litigation Relating to the Aegis Transactions
Description of the Transaction Agreement
Approval of the Amazon Warrant Issuance
Board of Directors and Management After the Aegis Transactions
Additional Documents and Other
 
ANNEX A - Amendment to the Transaction Agreement
ANNEX B - Opinion of the Financial Advisor to the Company




SUPPLEMENT TO DEFINITIVE PROXY STATEMENT

STARTEK, INC.
8200 EAST MAPLEWOOD AVE., SUITE 100
GREENWOOD VILLAGE, CO 80111
(303) 262-4500

2018 ANNUAL MEETING OF STOCKHOLDERS
JULY 19, 2018

This Supplement to the Definitive Proxy Statement is dated July 5, 2018 and was first mailed to our stockholders on or about July 5, 2018 and supplements the disclosures contained in the definitive proxy statement (the “Definitive Proxy Statement”) filed by StarTek, Inc., a Delaware corporation (the “Company”) with the Securities and Exchange Commission (the “SEC”) on June 13, 2018. This Supplement and the Definitive Proxy Statement are furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of the Company, to be voted at the 2018 Annual Meeting of Stockholders (the “Annual Meeting”) for the purposes set forth in the Notice of Annual Meeting of Stockholders in the Definitive Proxy Statement.

This Supplement updates the Definitive Proxy Statement to reflect certain developments that occurred after June 13, 2018, the date of the Definitive Proxy Statement. In particular, this Supplement (i) describes the terms of an amendment to the Transaction Agreement dated as of March 14, 2018 (the “Original Transaction Agreement” and, as may be further amended from time to time, the “Transaction Agreement”) between the Company, CSP Alpha Midco Pte Ltd, a Singapore private limited company (“Aegis”), and CSP Alpha Holdings Parent Pte Ltd, a Singapore private limited company (the “Aegis Stockholder”), and (ii) the change in the date of the Annual Meeting from July 9, 2018 to July 19, 2018.

The information contained in this Supplement speaks only as of July 5, 2018, unless the information specifically indicates that another date applies.

The Board has changed the date of the Annual Meeting to July 19, 2018 at 8:00 a.m. local time at the offices of the Company, 8200 East Maplewood Ave., Suite 100, Greenwood Village, CO 80111. The record date for determining those stockholders entitled to vote at the Annual Meeting has not changed and will remain as the close of business on June 15, 2018. After careful consideration, the StarTek board continues to unanimously recommend that you vote “FOR” the Aegis Issuance Proposal, “FOR” the Amazon Issuance Proposal, “FOR” the Authorized Shares Proposal, “FOR” the Corporate Opportunity Proposal, “FOR” the Transaction-Related Compensation Proposal, “FOR” all of the nominees in the Director Election Proposal, “FOR” the Advisory Compensation Proposal, “FOR” the Accountant Ratification Proposal and “FOR” the Adjournment Proposal.

The date of this Supplement to the Definitive Proxy Statement is July 5, 2018.





AMENDMENT TO THE TRANSACTION AGREEMENT

On July 3, 2018, the Company entered into the First Amendment to Transaction Agreement with Aegis and the Aegis Stockholder (the “Amendment”). The Transaction Agreement remains unchanged with respect to the Company’s acquisition of all of the outstanding capital stock of Aegis from the Aegis Stockholder in exchange for the issuance of 20,600,000 shares of the Company’s common stock. However, pursuant to the Amendment, the number of shares of our common stock that the Aegis Stockholder will additionally purchase has been reduced from 833,333 to 166,667 and the amount of the total cash payment to the Company for such additional shares has been reduced from $10,000,000 to $2,000,000, which continues to represent a purchase price of $12 per share of common stock. The number of shares of our common stock issued in the transactions contemplated by the Transaction Agreement (the “Aegis Transactions”) and the amount of the additional payment remain subject to adjustment as set forth in the Transaction Agreement, including based on the relative net debt of the parties as of the closing. The Amendment also reduces the Aegis net debt target from $150,000,000 to $145,000,000. After giving effect to the Amendment, the Aegis Stockholder is expected to own approximately 55 percent of our common stock upon the closing. See “Net Debt Adjustment”. A copy of the Amendment is attached as Annex A to this Supplement.


CHANGE IN DATE OF THE ANNUAL MEETING

The Board has changed the date of the Annual Meeting to July 19, 2018 at 8:00 a.m. local time at the offices of StarTek, Inc., 8200 East Maplewood Ave., Suite 100, Greenwood Village, CO 80111. The record date for determining those stockholders entitled to vote at the Annual Meeting has not changed and will remain as the close of business on June 15, 2018.



S - 6



CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Supplement contains forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). You can identify these forward looking statements by the fact they use words such as “aim,” “anticipate,” “believe,” “could,” “ensure,” “estimate,” “expect,” “forecasts,” “if,” “intend,” “likely” “may,” “might,” “outlook,” “plan,” “positioned,” “potential,” “predict,” “probable,” “project,” “shall,” “should,” “strategy,” “will,” “would,” and other words and terms of similar meaning and expression in connection with any discussion of future operating or financial performance. You can also identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. Such forward-looking statements are based on current expectations and involve inherent risks, uncertainties and assumptions, including factors that could delay, divert or change any of them, and could cause actual outcomes to differ materially from current expectations. Although we believe we have been prudent in our plans and assumptions, we can give no assurance that any goal or plan set forth in forward-looking statements can be achieved and we caution readers not to place undue reliance on such statements, which speak only as of the date made. We undertake no obligation to release publicly any revisions to forward-looking statements as a result of new information, future events or otherwise. Actual results may differ materially from those projected as a result of certain risks and uncertainties. Certain risks associated with our business are discussed from time to time in the reports we file with the SEC, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K. In addition to the other factors and matters contained or incorporated in this proxy statement, we believe the following factors could cause actual results to differ materially from those discussed in the forward-looking statements:

the possibility that the Aegis Transactions will not be consummated or delays in consummating the Aegis Transactions;

the possibility that the closing conditions set forth in the Transaction Agreement will not be satisfied, including among others, (i) receipt of the required stockholder approval or (ii) receipt of the necessary regulatory approvals required to permit the Aegis Transactions;

the amount of the costs, fees, expenses and charges related to the Aegis Transactions, including the risk that the Transaction Agreement may be terminated in certain circumstances that would require us to pay the Aegis Stockholder a termination fee of up to $6,800,000, the payment of which could cause significant liquidity issues for the Company;

adverse effects on the market price of our common stock and on our operating results because of a failure to complete the Aegis Transactions;

the fact that, if the Aegis Transactions are completed, the Aegis Stockholder will control a majority of the common stock of the Company;

the fact that under the terms of the Transaction Agreement, the Company is unable to solicit other acquisition proposals or other potential alternative proposals during the pendency of the Aegis Transactions;

negative effects relating to the announcement of the Aegis Transactions or any further announcements relating to the Aegis Transactions or the pendency or consummation of the Aegis Transactions on the market price of our common stock;

unanticipated difficulties or expenditures relating to the Aegis Transactions;

legal proceedings instituted against the Company and others in connection with the Aegis Transactions;

disruptions of current plans and operations caused by the announcement and pendency of the Aegis Transactions, including risks related to the Aegis Transactions diverting management’s or employees’ attention from ongoing business operations and ability to retain or recruit key employees;

potential difficulties in employee retention as a result of the announcement and pendency of the Aegis Transactions; and

the response of customers, distributors, suppliers and competitors to the announcement of the Aegis Transactions.


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SUPPLEMENTAL DISCLOSURES

The information contained in this Supplement is incorporated by reference into the Definitive Proxy Statement. To the extent that information in this Supplement differs from or updates information contained in the Definitive Proxy Statement, the information in this Supplement shall supersede or supplement the information in the Definitive Proxy Statement. Capitalized terms used herein, but not otherwise defined, shall have the meanings ascribed to such terms in the Definitive Proxy Statement.


WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly, and current reports and other information with the SEC. Our filings with the SEC are available to the public on the SEC’s website at www.sec.gov. Those filings are also available to the public on our corporate website at www.startek.com. The information we file with the SEC or contained on, or linked to through, our corporate website or any other website that we may maintain is not part of the Definitive Proxy Statement and this Supplement. You may also read and copy, at the SEC’s prescribed rates, any document we file with the SEC, including the Definitive Proxy Statement and this Supplement, at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549. You can call the SEC at 1-800-SEC-0330 to obtain information on the operation of the Public Reference Room.

You may request a copy of these filings, at no cost, using the following contact information:

StarTek, Inc.
8200 East Maplewood Ave., Suite 100
Greenwood Village, CO 80111
Attention: Investor Relations
(303) 262-4500
Email: investor@startek.com

You may request a copy of these filings from our proxy solicitor Saratoga Proxy Consulting, LLC, using the following contact information:

Saratoga Proxy Consulting, LLC
528 8th Avenue, 14th Floor, New York, NY 10018
toll-free at (888) 368-0379 or (212) 257-1311
or by email at info@saratogaproxy.com



S - 8


QUESTIONS AND ANSWERS

The following questions and answers briefly address questions you may have in connection with this Supplement, the Company’s entry into the Amendment and the effect the entry into the Amendment has on the Annual Meeting.

Q: Why am I receiving this Supplement?
    
A: We are sending you this Supplement because, on July 3, 2018, the Company entered into the Amendment. This Supplement provides information on the Amendment and updates the Definitive Proxy Statement, which was previously mailed to you.

Q: Why did the Company amend the Transaction Agreement?

A: Following the signing of the Transaction Agreement, representatives of the Aegis Stockholder contacted William Blair, financial advisor to the Company, to inform them that the Aegis Stockholder was having difficulty obtaining the consent of a third-party mezzanine lender (the “Mezzanine Lender”) to the Aegis Transactions, as required by the Transaction Agreement and a certain mezzanine facility agreement to which affiliates of Aegis are parties (the “Mezzanine Facility”). Following discussions with the Aegis Stockholder, the Board determined that amending the terms of the Transaction Agreement in a manner that would allow the Aegis Stockholder to repay a portion of the Mezzanine Facility would provide the best chance to enable the Company to consummate the Aegis Transactions, which the Board determined would be in the best interests of the Company and its stockholders.

Q: What are the significant amendments to the Transaction Agreement?

A: The Transaction Agreement remains unchanged with respect to the Company’s acquisition of all of the outstanding capital stock of Aegis from the Aegis Stockholder in exchange for the issuance of 20,600,000 shares of the Company’s common stock. However, pursuant to the Amendment, the number of shares of our common stock that the Aegis Stockholder will additionally purchase has been reduced from 833,333 to 166,667 and the amount of the total cash payment to the Company for such additional shares has been reduced from $10,000,000 to $2,000,000, which continues to represent a purchase price of $12 per share of common stock. The number of shares of our common stock issued in the Aegis Transactions and the amount of the additional payment remain subject to adjustment as set forth in the Transaction Agreement, including based on the relative net debt of the parties as of the closing. The Amendment also reduces the Aegis net debt target from $150,000,000 to $145,000,000.

Q: What percentage of the Company will the Aegis Stockholder own?

A: After giving effect to the Amendment, the Aegis Stockholder is expected to own approximately 55 percent of our common stock upon the Closing.

Q: Does the Board still support the Aegis Transactions?

A: Yes. Our Board, by the unanimous vote of all directors voting, recommends that you vote:
(1) “FOR” the Aegis Issuance Proposal;
(2) “FOR” the Amazon Issuance Proposal;
(3) “FOR” the Authorized Shares Proposal;
(4) “FOR” the Corporate Opportunity Proposal;
(5) “FOR” the Transaction-Related Compensation Proposal;
(6) “FOR” all of the nominees in the Director Election Proposal;
(7) “FOR” the Advisory Compensation Proposal;
(8) “FOR” the Accountant Ratification Proposal; and
(9) “FOR” the Adjournment Proposal.

Q: Who can vote at the Annual Meeting?

A: The record date for determining who is entitled to vote at the Annual Meeting has not changed. We have set the close of business on June 15, 2018 for determining those stockholders of record who are entitled to notice of, and to vote at, the Annual Meeting.


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Q: Where and when is the Annual Meeting?

A: The Annual Meeting will be held at the offices of StarTek, Inc., 8200 East Maplewood Ave., Suite 100, Greenwood Village, CO 80111, on July 19, 2018, at 8:00 a.m. local time.

Q: What if I have already voted?

A: If you have already voted, you do not need to vote again unless you wish to change your vote. Your previously cast votes will continue to apply to all proposals that you voted on.

Q: May I revoke my prior proxy?

A: If you have given your proxy and wish to revoke it, you may do so at any time before your proxy is voted at the Annual Meeting, by (i) giving written notice to our Corporate Secretary at our principal executive offices at 8200 East Maplewood Ave., Suite 100, Greenwood Village, CO 80111, stating that you would like to revoke your proxy, (ii) completing and submitting a new proxy card bearing a later date (in any of the permitted forms), or (iii) attending the Annual Meeting and voting in person. Simply attending the Annual Meeting will not, by itself, revoke your proxy. If your shares are held in the name of a broker, bank or other agent, you must follow instructions received from such broker, bank or agent with this proxy statement in order to revoke your vote or to vote in person at the Annual Meeting.

Q: What do I do if I have not voted yet?

A: We urge you to read the information contained in this Supplement, including the annexes, and the Definitive Proxy Statement, and to consider how the Aegis Transactions affect you. Sign, date and mail your proxy card in the enclosed return envelope as soon as possible. You may also vote electronically on the Internet or by telephone as instructed in the materials. To ensure that your vote is recorded promptly, please vote as soon as possible, even if you plan to attend the Annual Meeting in person. Submitting your vote now will not prevent you from later canceling or revoking your proxy, right up to the day of the Annual Meeting, and will ensure that your shares are voted if you later find you cannot attend the Annual Meeting.

Q: Where can I find the voting results of the Annual Meeting?

A: We intend to announce preliminary voting results at the Annual Meeting and publish final results in a Current Report on Form 8-K that will be filed with the SEC following the Annual Meeting. All reports that we file with the SEC are publicly available when filed on the SEC’s website at https://www.sec.gov.

Q: Whom should I contact with questions?

A: If you have questions about this Supplement, the proposals or how to vote your shares, you may contact our proxy solicitor, Saratoga Proxy Consulting, LLC toll-free at (888) 368-0379 or (212) 257-1311 or info@saratogaproxy.com.



S - 10


SUMMARIES

The following information supplements the existing disclosures contained under the heading entitled “Proposal 1-Summary” on page 34 of the Definitive Proxy Statement.

On July 3, 2018, the Company entered into the Amendment. The Transaction Agreement remains unchanged with respect to the Company’s acquisition of all of the outstanding capital stock of Aegis from the Aegis Stockholder in exchange for the issuance of 20,600,000 shares of the Company’s common stock. However, pursuant to the Amendment, the number of shares of our common stock that the Aegis Stockholder will additionally purchase has been reduced from 833,333 to 166,667 and the amount of the total cash payment to the Company for such additional shares has been reduced from $10,000,000 to $2,000,000, which continues to represent a purchase price of $12 per share of common stock. The number of shares of our common stock issued in the Aegis Transactions and the amount of the additional payment remain subject to adjustment as set forth in the Transaction Agreement, including based on the relative net debt of the parties as of the closing. The Amendment also reduces the Aegis net debt target from $150,000,000 to $145,000,000. After giving effect to the Amendment, the Aegis Stockholder is expected to own approximately 55 percent of our common stock upon the closing.

The following information restates and supplements the existing disclosures in the second paragraph under the heading entitled “Proposal 3-Summary” on page 99 of the Definitive Proxy Statement.

As of June 1, 2018, the Company has 16,216,297 shares of common stock issued and outstanding, 52,026 shares of common stock reserved for issuance under the StarTek, Inc. Employee Stock Purchase Plan (“ESPP”), 215,726 shares of common stock reserved for issuance under the Company’s other stock incentive or equity-related plans, other than the ESPP, and 4,000,000 shares of common stock reserved for issuance with respect to the Amazon Warrant. Pursuant to the Transaction Agreement, the Company has agreed to issue 20,600,000 shares of common stock to the Aegis Stockholder as consideration for the purchase of Aegis and to issue an additional 166,667 shares of common stock to the Aegis Stockholder at a cash price of $12.00 per share, or $2,000,000 in the aggregate. The number of shares of common stock to be issued to the Aegis Stockholder is subject to adjustment based on the relative net debt of the parties as of the closing. Because the Company currently has insufficient authorized but unissued shares of common stock to complete the Aegis Transactions, the obligations of the Company and the Aegis Stockholder to close the Aegis Transactions are conditioned, among other things, on the approval of the Authorized Shares Proposal and the filing of the Authorized Capital Charter Amendment in accordance with the DGCL. See “Proposal 1-Description of the Transaction Agreement-Conditions to the Closing of the Aegis Transactions” beginning on page 81 of the Definitive Proxy Statement.


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BACKGROUND OF THE AEGIS TRANSACTIONS

The following information supplements the existing disclosures contained under the heading “Proposal 1-Background of the Aegis Transactions” beginning on page 35 of the Definitive Proxy Statement.

On May 31, 2018, Mr. Sanjay Chakrabarty and Mr. Mukesh Sharda contacted representatives of William Blair on behalf of the Aegis Stockholder to discuss the difficulties the Aegis Stockholder was having in its attempts to obtain consent to the Aegis Transactions from a third-party mezzanine lender (the “Mezzanine Lender Consent”) as required by the Transaction Agreement and the Mezzanine Facility. Mr. Chakrabarty and Mr. Sharda summarized the Mezzanine Lender’s objection to the Aegis Transactions in light of the reduction in the value of their security interest and proposed amending the Aegis Transactions such that the Aegis Stockholder would receive a relatively higher equity percentage than originally contemplated as a means of facilitating the receipt of the Mezzanine Lender Consent. William Blair communicated this request to the Company’s management, which provided the Board with an update.

On June 3, 2018, Mr. Chakrabarty, Mr. Sharda, Mr. Benjamin L. Rosenzweig, and representatives of William Blair held a telephonic meeting to discuss the collateral requirements of the Mezzanine Facility and various methods by which the Aegis Stockholder could pay down the Mezzanine Facility in order to obtain the Mezzanine Lender Consent. The next day, Mr. Chakrabarty, Mr. Sharda, and representatives of William Blair held a telephonic meeting to discuss the Mezzanine Lender Consent. Mr. Chakrabarty and Mr. Sharda suggested that to facilitate the Mezzanine Lender’s approval, the Transaction Agreement be amended to increase the amount of equity the Aegis Stockholder would hold after the consummation of the Aegis Transaction. An alternative that was discussed was to pay down a portion of the Mezzanine Facility.

On June 5, 2018, the Board convened a meeting, at which representatives of Jenner and William Blair were present, to discuss the request that had been made by the Aegis Stockholder and possible changes to the Transaction Agreement. After discussion, the Board determined not to make any changes to the Transaction Agreement and to proceed with the filing of the Definitive Proxy Statement. Representatives of William Blair communicated this decision to Mr. Chakrabarty.

On June 10, 2018, representatives of William Blair held a telephonic meeting with Mr. Chakrabarty to discuss the Mezzanine Lender Consent. Mr. Chakrabarty reiterated that the Mezzanine Lender indicated its consent would only be provided following a pay down of some portion of the Mezzanine Facility or an increase in the amount of equity the Aegis Stockholder would hold after the consummation of the Aegis Transactions.

On June 12, 2018, the Board, Jenner and representatives of William Blair held a telephonic meeting to discuss the Mezzanine Lender Consent and the Aegis Stockholder’s proposed solutions.

On June 13, 2018, representatives of William Blair held a telephonic meeting with Mr. Chakrabarty and informed Mr. Chakrabarty of the Board’s unwillingness to increase the amount of equity the Aegis Stockholder would hold after the consummation of the Aegis Transactions.

On June 19, 2018, representatives of William Blair held a telephonic meeting with Mr. Chakrabarty and Mr. Sharda to discuss the Mezzanine Lender Consent, the Mezzanine Lender’s requirements for paying down the Mezzanine Facility and the Aegis Stockholder’s efforts to raise additional financing to repay a portion of the Mezzanine Facility. Later that day, representatives of William Blair held a telephonic meeting with Mr. Chakrabarty, Mr. Sharda and a representative of the Mezzanine Lender to discuss the Mezzanine Lender’s concerns regarding the value of their security interest and recent news items concerning the Mezzanine Lender. The representative of the Mezzanine Lender indicated the Mezzanine Lender would require the Aegis Stockholder to pay down approximately $20,000,000 of the Mezzanine Facility in order to grant the Mezzanine Lender Consent. Following the call with Mezzanine Lender, representatives of William Blair and Mr. Chakrabarty discussed the possibility of the Aegis Stockholder arranging to partially pay down the Mezzanine Facility, with sources of funds to include the Aegis Stockholder’s capital, additional co-investor capital and an additional $5,000,000 made available by reducing the additional share purchase from $10,000,000 to $5,000,000, with a corresponding $5,000,000 reduction to the Aegis net debt target. Mr. Chakrabarty indicated the Aegis Stockholder’s impression that such a paydown with only $5,000,000 made available through a change to the additional share purchase would be insufficient to obtain the Mezzanine Lender Consent. Mr. Chakrabarty then indicated that if the Company fully eliminates the $10,000,000 additional share purchase, thereby allowing for a partial pay down on the Mezzanine Facility, the Mezzanine Lender Consent could likely be obtained. At a meeting of the Board on June 20, 2018, William Blair briefed the Board and Jenner on these discussions, the proposed solutions, future negotiations with the Aegis Stockholder and timing issues. The Board discussed other potential means of obtaining the Mezzanine Lender Consent and alternatives to amending the Transaction Agreement and directed William Blair to continue to explore potential alternative solutions with the Aegis Stockholder. Later that day, representatives of William Blair corresponded via email with representative of the Aegis Stockholder to discuss alternative financing providers.

S - 12



On June 21, 2018, representatives of William Blair held a telephonic meeting with Mr. Chakrabarty and Mr. Sharda to discuss the Mezzanine Lender Consent and the possibility of the Aegis Stockholder arranging to pay down the Mezzanine Facility with sources of funds to include the Aegis Stockholder’s capital, additional co-investor capital and an additional $8,000,000 made available by reducing the additional share purchase from $10,000,000 to $2,000,000, with a corresponding $8,000,000 reduction to the Aegis net debt target.

On June 23, 2018, representatives of William Blair held a telephonic meeting with Mr. Chakrabarty and Mr. Sharda to discuss the Aegis Stockholder’s discussions with the Mezzanine Lender. Mr. Sharda indicated the Mezzanine Lender was reluctant to move forward with an $8,000,000 reduction in the additional share purchase and a corresponding $8,000,000 reduction to the Aegis net debt target because doing so would also reduce the collateral the Mezzanine Lender would have after the Aegis Transactions. Mr. Sharda further indicated the Mezzanine Lender might be receptive to a proposal that would include the elimination of the $10,000,000 additional share purchase. The parties discussed the Aegis Stockholder proposing to the Mezzanine Lender a paydown that would include a reduction in the additional share purchase of $8,000,000 and a $5,000,000 reduction in the Aegis net debt target to $145,000,000, with the Aegis Stockholder contributing an additional $5,000,000 to $7,000,000 to pay down the Mezzanine Facility.

On June 24, 2018, representatives of William Blair held a telephonic meeting with Mr. Chakrabarty and Mr. Sharda. Mr. Chakrabarty and Mr. Sharda described their discussion with a representative of the Mezzanine Lender regarding the proposal to reduce the share purchase by $8,000,000 and decrease the Aegis net debt target by $5,000,000. The representative of the Mezzanine Lender had indicated he would internally discuss the current proposal. Representatives of William Blair indicated they would discuss the proposal with the Board.

Over the course of the next week, the parties remained in continuous contact regarding the timing of the Mezzanine Lender Consent, sources and uses of funds in the proposed Mezzanine Facility paydown, and the ultimate refinancing of the Mezzanine Facility.

On July 3, 2018, the proposal to reduce the share purchase by $8,000,000 and decrease the Aegis net debt target by $5,000,000 was presented to the credit committee of the Mezzanine Lender.  After a series of discussions among the parties and the Mezzanine Lender and their respective representatives, Aegis, the Aegis Stockholder and the Company executed and delivered the Amendment after respective internal approvals were received by each of the parties, including by the Board with respect to the Company.




S - 13


REASONS FOR THE AEGIS TRANSACTIONS

The following information supplements the existing disclosures contained under the heading “Reasons for the Aegis Transactions” beginning on page 40 of the Definitive Proxy Statement.

On July 3, 2018, the Board evaluated and considered the Amendment to the Transaction Agreement and, after due consideration and discussion, by the unanimous vote of all directors voting, (i) determined that the Transaction Agreement, as amended by the Amendment, and the transactions contemplated thereby, are fair to and in the best interests of the Company and its stockholders, (ii) approved, adopted and declared advisable the amended Transaction Agreement and the transactions contemplated thereby, and (iii) recommended approval of the proposals described in the Definitive Proxy Statement, as supplemented by this Supplement.

In reaching its decision to approve the Amendment, the Board considered the alternatives available to the Company. In particular, the Board considered whether, in lieu of agreeing to the Amendment, the Company should proceed with the Annual Meeting and seek to close the Aegis Transactions without giving effect to the Amendment, including an evaluation of alternatives in the event of the Aegis Stockholder’s failure to close. After careful consideration, the Board determined that the Amendment presented the least risk to the Company’s stockholders and offered the most expeditious path to consummate the Aegis Transactions, which the Board determined to be in the best interest of the Company’s stockholders.


S - 14


Unaudited Pro Forma Condensed Combined Financial Information
(in thousands, except per share amounts)

The following information restates and supplements the existing disclosures contained under the heading “Proposal 1- Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 44 of the Definitive Proxy Statement.

The following unaudited pro forma condensed combined financial information presents the unaudited pro forma condensed combined balance sheet and unaudited pro forma condensed combined statements of operations based upon the combined historical financial statements of StarTek and Aegis, after giving effect to the Aegis Transactions and adjustments described in the accompanying notes. The Aegis Transactions will be accounted for as a reverse acquisition under the acquisition method of accounting, which requires determination of the accounting acquirer. The accounting guidance for business combinations, Accounting Standards Codification 805 (“ASC 805”), provides that in identifying the acquiring entity in a combination effected through an exchange of equity interests, all pertinent facts and circumstances must be considered, including but not limited to, the relative voting rights of the stockholders of the constituent companies in the Combined Company, the existence of a large minority voting interest in the Combined Company if no other owner or organized group of owners has a significant voting interest, the composition of the board of directors and senior management of the Combined Company, the relative size of each company and the terms of the exchange of equity securities in the business combination, including payment of any premium.

Because the Aegis Stockholder will be entitled to designate the majority of the board of directors of the Combined Company and will receive a majority of the equity securities and voting rights of the Combined Company, Aegis is considered to be the acquirer of StarTek for accounting purposes. This means that Aegis will allocate the purchase price to the fair value of StarTek’s assets acquired and liabilities assumed on the acquisition date, with any excess purchase price being recorded as goodwill.

The unaudited pro forma condensed combined balance sheet as of March 31, 2018 reflects the transaction as if it occurred on March 31, 2018. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2017 and the three months ended March 31, 2018 reflect the transaction as if it occurred on January 1, 2017, the beginning of the earliest period presented.

The unaudited pro forma condensed combined financial information should be read in conjunction with the audited and unaudited historical financial statements of each of Aegis and StarTek and the notes thereto, as well as the disclosures contained in each company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations. Additional information about the basis of presentation of this information is provided in Note 1 hereto.

The unaudited pro forma condensed combined financial information was prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma adjustments reflecting the transactions have been prepared in accordance with the accounting guidance in ASC 805, and reflect the allocation of the preliminary purchase price to the assets acquired and liabilities assumed based upon their estimated fair values, using the assumptions set forth in the notes to the unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information is provided for informational purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the transactions had been completed as of the dates set forth above, nor is it indicative of the future results or financial position of the Combined Company. The unaudited pro forma condensed combined financial information also does not give effect to the potential impact of current financial conditions, any anticipated synergies, operating efficiencies, cost savings, or any integration costs that may result from the transaction.
 


S - 15


StarTek, Inc.
Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2018
 
 
 
Aegis
 
 
 
 
($ in thousands)
StarTek Historical
 
Historical (IFRS) (Note 1)
 
Pro Forma reclassification adjustments (Note 3)
 
Pro Forma (US GAAP)
 
Pro Forma Adjustments (Note 5)
Pro Forma Condensed Combined
Current assets
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
1,196

 
$
17,780

 
$

 
$
17,780

 
$
(8,613
)
(a)
$
10,363

Bank balances other than the above

 
5,410

 
(5,410
)
 

 

 

Restricted cash

 

 
5,410

 
5,410

 
 
 
5,410

Trade accounts receivable, net
54,087

 
62,650

 
48,920

 
111,570

 

 
165,657

Unbilled revenue

 
48,920

 
(48,920
)
 

 

 

Other financial assets

 
7,690

 
(7,690
)
 

 

 

Prepaid expenses
2,166

 

 
11,038

 
11,038

 

 
13,204

Other current assets
591

 
15,690

 
(3,348
)
 
12,342

 

 
12,933

     Total current assets
$
58,040

 
$
158,140

 
$

 
$
158,140

 
$
(8,613
)
 
$
207,567

Long Term Assets
 
 
 
 
 
 
 
 
 
 
 
Property, plant and equipment, net
$
17,508

 
$
27,290

 
$
130

 
$
27,420

 
$

 
$
44,928

Capital work in progress

 
130

 
(130
)
 

 

 

Intangible assets, net
2,993

 
112,040

 

 
112,040

 
39,920

(b)
154,953

Goodwill
9,077

 
155,200

 

 
155,200

 
49,110

(c)
213,387

Equity-accounted investees

 
960

 
(960
)
 

 

 

Other financial assets

 
2,120

 
(2,120
)
 

 

 

Advance income tax, net

 
3,050

 
(3,050
)
 

 

 

Deferred tax assets, net

 
2,080

 

 
2,080

 

 
2,080

Other long-term assets
3,533

 
870

 
6,130

 
7,000

 

 
10,533

Total assets
$
91,151

 
$
461,880

 
$

 
$
461,880

 
$
80,417

 
$
633,448

Current liabilities
 
 
 
 
 
 
 
 
 
 
 
Borrowings
$

 
$
17,620

 
$
(17,620
)
 
$

 
$

 
$

Accounts payable
6,589

 
22,750

 
3,072

 
25,822

 

 
32,411

Other financial liabilities

 
46,460

 
(46,460
)
 

 

 

Provisions

 
5,100

 
(5,100
)
 

 

 

Current tax liabilities

 
900

 
(900
)
 

 

 

Accrued employee compensation and benefits
10,217

 

 
23,329

 
23,329

 

 
33,546

Other accrued liabilities
3,157

 

 
23,388

 
23,388

 

 
26,545

Other current debt
2,556

 

 
23,843

 
23,843

 

 
26,399

Customer deposits

 

 
8,157

 
8,157

 

 
8,157

Other current liabilities
1,553

 
19,910

 
(11,709
)
 
8,201

 

 
9,754

     Total current liabilities
$
24,072

 
$
112,740

 
$

 
$
112,740

 
$

 
$
136,812

Long Term Liabilities
 
 
 
 
 
 
 
 
 
 
 
Borrowings
$

 
$
127,830

 
$
(127,830
)
 
$

 
$

 
$

Provisions

 
10,800

 
(10,800
)
 

 

 

Deferred tax liabilities, net

 
8,780

 

 
8,780

 

 
8,780

Line of credit
24,720

 

 

 

 
(24,720
)
(e)

Other debt
2,482

 

 
127,830

 
127,830

 
(130,312
)
(e)

Long term debt, net

 

 

 

 
155,032

(e)
155,032

Other liabilities
775

 

 
10,800

 
10,800

 

 
11,575

Total liabilities
$
52,049

 
$
260,150

 
$

 
$
260,150

 
$

 
$
312,199

Equity
 
 
 
 
 
 
 
 
 
 
 
Total Aegis equity
$

 
$
154,280

 
$

 
$
154,280

 
$
119,519

(d)
$
273,799

Total StarTek equity
39,102

 

 

 

 
(39,102
)
(d)

Non-controlling interest

 
47,450

 

 
47,450

 

 
47,450

Total equity
$
39,102

 
$
201,730

 
$

 
$
201,730

 
$
80,417

(d)
$
321,249

Total liabilities and equity
$
91,151

 
$
461,880

 
$

 
$
461,880

 
$
80,417

 
$
633,448


S - 16


StarTek, Inc.
Unaudited Pro Forma Condensed Combined Statement of Operations
For the three months ended March 31, 2018
 
 
Aegis
 
 
 
In $ thousands, except earnings per share

 Historical StarTek
 Historical (IFRS) (Note 1)
Pro Forma acquisition adjustments (Note 2)
Pro Forma reclassification adjustments (Note 3)
Pro Forma (US GAAP)
Pro Forma Adjustments (Note 6)
Pro Forma Condensed Combined
Revenue
$
69,114

$
114,690

$

 
$

$
114,690

$

 
$
183,804

Warrant contra revenue
(2,500
)


 



 
(2,500
)
Net revenue
66,614

114,690


 

114,690


 
181,304

Cost of services
61,156

83,020


 

83,020

868

(a)
145,044

Gross profit
5,458

31,670


 

31,670

(868
)
 
36,260

Selling, general and administrative expenses
8,558



 
21,280

21,280


 
29,838

General and Administrative expenses

20,650

(3,280
)
(d)
(17,370
)


 

Selling and distribution expenses

3,910


 
(3,910
)


 

Other operating income



 



 

Transaction related fees
1,887



 


(1,887
)
(b)

Impairment and restructuring charges, net
4,453



 



 
4,453

Operating income (loss)
(9,440
)
7,110

3,280

 

10,390

1,019

 
1,969

Interest and other (expense), net
(438
)


 
(3,360
)
(3,360
)

 
(3,798
)
Exchange gain/(loss), net

(1,200
)

 
1,200



 

Other income

1,020


 
(1,020
)


 

Finance costs

(3,240
)

 
3,240



 

Share of profit from associates, net

60


 
(60
)


 

Income (loss) before income taxes
(9,878
)
3,750

3,280

 

7,030

1,019

 
(1,829
)
Income tax expense (benefit)
148

1,270

1,046

(c)

2,316


(c)
2,464

Net income (loss)
(10,026
)
2,480

2,234

 

4,714

1,019

 
(4,293
)
Non-controlling Interest

1,320


 

1,320


 
1,320

Net income (loss) attributable to stockholders
$
(10,026
)
$
1,160

$
2,234

 
$

$
3,394

$
1,019

 
$
(5,613
)
Net income per share attributable to StarTek stockholders:
 
 
 
 
 
 
 
 
 
Basic
$
(0.62
)
 
 
 
 
 
 
 
$
(0.15
)
Diluted
$
(0.62
)
 
 
 
 
 
 
 
$
(0.15
)
Shares used in computing net income per share (in thousands):
 
 
 
 
 
 
 
 
 
Basic
16,195

 
 
 
 
 
20,767

(d)
36,962

Diluted
16,195

 
 
 
 
 
20,767

(d)
36,962






S - 17


StarTek, Inc.
Unaudited Pro Forma Condensed Combined Statement of Operations
For the year ended December 31, 2017
 
 
Aegis
 
 
 
In $ thousands, except earnings per share
Historical StarTek
Successor Historical (IFRS)
Predecessor Historical (IFRS)
Pro Forma acquisition adjustments (Note 2)
Pro Forma reclassification adjustments (Note 3)
Successor Pro Forma (US GAAP)
Pro Forma Adjustments (Note 6)
Pro Forma Condensed Combined
Revenue
$
292,604

$
57,570

$
419,010

$

 
$

$
476,580

$

 
$
769,184

Cost of services
260,242

49,590

359,410

1,256

(b)

410,256

3,469

(a)
673,967

Gross profit
32,362

7,980

59,600

(1,256
)
 

66,324

(3,469
)
 
95,217

Selling, general and administrative expenses
32,584




 
39,590

39,590


 
72,174

General and Administrative expenses

6,470

25,810

(3,710
)
(d)
(28,570
)


 

Selling and distribution expenses

770

10,150


 
(10,920
)


 

Other operating income


100


 
(100
)


 

Impairment and restructuring charges, net
520




 



 
520

Operating income (loss)
(742
)
740

23,540

2,454

 

26,734

(3,469
)
 
22,523

Interest and other (expense), net
(970
)



 
(11,242
)
(11,242
)

 
(12,212
)
Exchange gain/(loss), net

2,350

160


 
(2,510
)


 

Other income

150

720


 
(870
)


 

Finance costs

(1,830
)
(6,780
)
(7,412
)
(a)
16,022



 

Share of profit from associates, net


1,400


 
(1,400
)


 

Income (loss) before income taxes
(1,712
)
1,410

19,040

(4,958
)
 

15,492

(3,469
)
 
10,311

Income tax expense (benefit)
(436
)
1,070

6,020

(1,582
)
(c)

5,508


(c)
5,072

Net income (loss)
(1,276
)
340

13,020

(3,376
)
 

9,984

(3,469
)
 
5,239

Non-controlling Interest

1,010

3,930


 

4,940


 
4,940

Net income (loss) attributable to stockholders
$
(1,276
)
$
(670
)
$
9,090

$
(3,376
)
 
$

$
5,044

$
(3,469
)
 
$
299

Net income per share attributable to StarTek stockholders:
 
 
 
 
 
 
 
 
 
 
Basic
$
(0.08
)
 
 
 
 
 
 
 
 
$
0.01

Diluted
$
(0.08
)
 
 
 
 
 
 
 
 
$
0.01

Shares used in computing net income per share:
 
 
 
 
 
 
 
 
 
 
Basic
15,966

 
 
 
 
 
 
20,767

(d)
36,733

Diluted
15,966

 
 
 
 
 
 
23,139

(d)
39,105




S - 18


1. Basis of presentation

The historical financial information has been adjusted to give pro forma effect to events that are (i) directly attributable to the Aegis Transactions or the ESM Acquisition, (ii) factually supportable, and (iii) with respect to the unaudited pro forma condensed combined statements of operations, expected to have a continuing impact on the combined results. The pro forma adjustments are preliminary and based on estimates. They have been prepared to illustrate the estimated effect of the Aegis Transactions, the ESM Acquisition, and certain other adjustments. The final determination of the purchase price allocation will be based on the fair values of assets acquired and liabilities assumed as of the closing date of the Aegis Transactions, and could result in a significant change to the unaudited pro forma condensed combined financial information, including goodwill.

StarTek’s historical results are derived from StarTek’s audited consolidated statement of operations and comprehensive income (loss) for the year ended December 31, 2017, unaudited condensed consolidated balance sheet as of March 31, 2018 and unaudited condensed consolidated statement of operations and comprehensive income (loss) for the three months ended March 31, 2018 under US GAAP.

Aegis' fiscal year end is March 31. For purposes of these unaudited pro forma condensed combined financial statements, Aegis prepared an unaudited pro forma balance sheet as of March 31, 2018 and an unaudited pro forma statement of profit and loss for the twelve months ended December 31, 2017. These pro forma statements were derived from Aegis' unaudited consolidated financial statements for the nine months ended December 31, 2017, and the audited consolidated financial statements of ESM Holdings Limited (Predecessor) (“ESM”) for the fiscal year ended March 31, 2017 under IFRS in accordance with the International Accounting Standards Board. Aegis’ historical results for the three months ended March 31, 2018 are derived from Aegis' unaudited consolidated balance sheet as of March 31, 2018 and unaudited consolidated statement of income for the three months ended March 31, 2018 under IFRS.

Description of the Transactions

On March 14, 2018 we entered into the Aegis Transaction Agreement with Aegis, and the Aegis Stockholder pursuant to which we, Aegis and the Aegis Stockholder agreed to, among other things: (1) the sale of all of the issued and outstanding shares of the capital stock of Aegis by the Aegis Stockholder to us; (2) the issuance of 20,600,000 shares, as may be adjusted for stock splits, consolidation and other similar corporate events, of our common stock in consideration of such sale; (3) the amendment of our Restated Certificate of Incorporation, as amended from time to time, in order to effect such issuance; and (4) in addition to the transactions set forth above, the purchase at the closing of 833,333 additional shares of our common stock by the Aegis Stockholder, for $10 million at a price of $12 per share. The number of shares of our common stock issued in the Aegis Transactions and the amount of the additional payment are subject to adjustment as set forth in the Transaction Agreement, including based on the relative net debt of the parties as of the closing.

Subsequently, on July 3, 2018, the Company entered into an Amendment to the Transaction Agreement with Aegis and the Aegis Stockholder. Pursuant to the Amendment, the amount of newly issued shares of the Company’s common stock the Aegis Stockholder will purchase has been reduced from 833,333 to 166,667 and the amount of the total cash payment to the Company for such additional shares has been reduced from $10,000,000 to $2,000,000. The price per share of this purchase will remain $12.00 and the amount of the additional payment remains subject to adjustment as set for in the amended Transaction Agreement.

On November 22, 2017, the Aegis Stockholder acquired ESM, the holding company of the Aegis group from AGC Holdings Limited, a wholly owned portfolio company of Essar Global Limited.


S - 19


2. Aegis purchase accounting adjustments

The ESM Acquisition closed on November 22, 2017. Therefore, for purposes of the unaudited pro forma condensed combined statements of income for the year ended December 31, 2017, the following adjustments are made to give effect to the acquisition as if it occurred on January 1, 2017.

(a) To adjust historical interest expense as follows:
(In $ thousands)
 
 
 
 
Description
Principal
Contractual Interest Rate
Note
Year ended December 31, 2017
Incremental Senior Note
$
140,000

5.83
%
(i)
$
8,162

Amortization of capitalized debt issuance costs
 
 
(ii)
1,380

Less historical interest expense
 
 
(iii)
(2,130
)
Pro forma Adjustment to Interest Expense
 
 
 
$
7,412


(i)
Borrowings under the agreement will bear interest at a rate per annum equal to the aggregate of the applicable margin and LIBOR. The margin added to LIBOR or the base rate will depend on Aegis' leverage ratio from time to time. Interest expense was calculated using the leverage ratio and margin rates which was 4.5%. The LIBOR rate used was 1.33%, which is the one month LIBOR rate as of November 22, 2017.

(ii)
Debt issuance costs resulting from the new facility were amortized to interest expense on a straight line basis.

(iii)
Elimination of historical interest expense represents interest accrued from January 1, 2017 through December 31, 2017 on debt that was extinguished in the transaction, as well as interest expense accrued on the incremental senior note for the period November 22, 2017 to December 31, 2017.

(b) The newly acquired intangible assets which consist of customer relationships and brand will be amortized on a straight line basis over their expected useful lives. Pro forma amortization expense includes amortization expense for newly identified intangible assets less the amortization expense on ESM's historical intangible assets.
(In $ thousands)
 
 
 
 
Description
Estimated Fair Value
Useful life
 
Year ended December 31, 2017
Amortization expense for customer relationship
$
52,600

13.5 years
 
$
3,459

Amortization expense for brand
49,500

Indefinite
 

Less historical amortization
 
 
 
(2,203
)
Pro forma adjustment to amortization expense
 
 
 
$
1,256


(c) To record income tax impact of the pro forma adjustments and historical ESM income utilizing a statutory tax rate of 31.9% percent.
(In $ thousands)
 
 
Description
Three months ended March 31, 2018
Year ended December 31, 2017
Pro forma change in income (loss) before income tax
$
3,280

$
(4,958
)
Statutory Tax Rate
31.9
%
31.9
%
Pro forma adjustment to income tax expense (benefit)
$
1,046

$
(1,582
)

(d) Represents the elimination of non-recurring transaction costs incurred during the three months ended March 31, 2018 and the year ended December 31, 2017 of $3.28 million and $3.71 million, respectively, directly related to the acquisition of ESM.


S - 20


3. Aegis reclassification adjustments

Aegis' historical financial statements were prepared in accordance with IFRS. During the preparation of this unaudited pro forma condensed combined financial information, Management performed an analysis of Aegis' financial information to identify differences between IFRS and US GAAP and accounting policies. The IFRS to US GAAP and accounting policy differences identified were immaterial and therefore were not adjusted herein.

Significant differences in financial statement presentation between Aegis' and StarTek's presentations were identified and adjusted. At the time of preparation, the Company believes all material differences have been adjusted herein. The adjustments below represent StarTek's best estimates based upon the information currently available and could be subject to change once more detailed information is available.

Included in the table below are the details of the reclassification adjustments made to conform Aegis' balance sheet as of March 31, 2018 with that of StarTek.
Balance Sheet
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
As of March 31, 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(In $ thousands)
 
(a)
 
(b)
 
(c)
 
(d)
 
(e)
 
(f)
 
(g)
 
(h)
 
(i)
Pro Forma Reclassification Adjustments
Current assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Bank balances other than the above
 
$
(5,410
)
 
$

 
$

 
$

 
$

 
$

 
$

 
$

 
$

$
(5,410
)
Restricted cash
 
5,410

 

 

 

 

 

 

 

 

5,410

Trade accounts receivable, net
 
48,920

 

 

 

 

 

 

 

 

48,920

Unbilled revenue
 
(48,920
)
 

 

 

 

 

 

 

 

(48,920
)
Other financial assets
 

 

 

 

 

 

 

 
(7,690
)
 

(7,690
)
Prepaid expenses
 
11,038

 

 

 

 

 

 

 

 

11,038

Other current assets
 
(11,038
)
 

 

 

 

 

 

 
7,690

 

(3,348
)
Long term assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Property, plant and equipment, net
 

 

 
130

 

 

 

 

 

 

130

Capital work in progress
 

 

 
(130
)
 

 

 

 

 

 

(130
)
Equity-accounted investees
 

 

 

 

 

 

 

 
(960
)
 

(960
)
Other financial assets
 

 

 

 

 

 

 

 
(2,120
)
 

(2,120
)
Advance income tax, net
 

 

 

 

 

 

 

 
(3,050
)
 

(3,050
)
Other long-term assets
 

 

 

 

 

 

 

 
6,130

 

6,130

Current liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Borrowings
 
(17,620
)
 

 

 

 

 

 

 

 

(17,620
)
Accounts payable
 

 
3,072

 

 

 

 

 

 

 

3,072

Other financial liabilities
 

 
(3,072
)
 

 
(13,494
)
 
(6,223
)
 
(23,388
)
 
(283
)
 

 

(46,460
)
Provisions
 

 

 

 
(5,100
)
 

 

 

 

 

(5,100
)
Current tax liabilities
 
(900
)
 

 

 
 
 

 

 

 

 

(900
)
Accrued employee compensation and benefits
 

 

 

 
23,329

 

 

 

 

 

23,329

Other accrued liabilities
 

 

 

 

 

 
23,388

 

 

 

23,388

Other current debt
 
17,620

 

 

 

 
6,223

 

 

 

 

23,843

Customer deposits
 

 

 

 

 

 

 

 

 
8,157

8,157

Other current liabilities
 
900

 

 

 
(4,735
)
 

 

 
283

 

 
(8,157
)
(11,709
)
Long term liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Borrowings
 
(127,830
)
 

 

 

 

 

 

 

 

(127,830
)
Provisions
 
(10,800
)
 

 

 

 

 

 

 

 

(10,800
)
Other debt
 
127,830

 

 

 

 

 

 

 

 

127,830

Other liabilities
 
10,800

 

 

 

 

 

 

 

 

10,800


S - 21


(a)
Reclassifies certain items in Aegis' balance sheet to conform to StarTek's presentation.
(b)
Reclassifies payments due to equipment suppliers historically recorded as other financial liabilities to accounts payable.
(c)
Reclassifies costs capitalized in connection with the construction of assets not yet placed into service historically recorded as Capital work in progress to Property, plant and equipment, net.
(d)
Reclassifies employee benefit obligations historically recorded as Other financial liabilities, Provisions, and Other current liabilities to Accrued employee compensation and benefits.
(e)
Reclassifies the current portion of long term debt historically recorded in Other financial liabilities to Other current debt.
(f)
Reclassifies other accrued expenses historically classified as Other financial liabilities to Other accrued liabilities.
(g)
Reclassifies deferred revenue historically classified as Other financial liabilities to Other current liabilities.
(h)
Reclassifies assets historically recorded as Other financial assets, Equity-accounted investees, and Advance income tax, net to Other current assets and Other long-term assets as applicable.
(i)
Reclassifies liabilities historically recorded as Other current liabilities to Customer deposits.

Included in the table below are the details of the reclassification adjustments made to conform Aegis' statements of operations with that of the Company.
Statements of Operations
(In $ thousands)
Notes
Three months ended March 31, 2018
Year ended December 31, 2017
Selling, general and administrative expenses
(i)
$
21,280

$
39,590

General and Administrative expenses
(i)
(17,370
)
(28,570
)
Selling and distribution expenses
(i)
(3,910
)
(10,920
)
Other operating income
(ii)

(100
)
Interest and other (expense), net
(ii)
(3,360
)
(11,242
)
Exchange gain/(loss), net
(ii)
1,200

(2,510
)
Other income
(ii)
(1,020
)
(870
)
Finance costs
(ii)
3,240

16,022

Share of profit from associates, net
(ii)
(60
)
(1,400
)

(i)
Reclassifies General and administrative and Selling and distribution expenses to Selling, general and administrative expenses.
(ii) Reclassifies Other operating income, Exchange gain/(loss), net, Other income, Finance costs, and Share of profit from associates, net to Interest and other (expense), net.

4. StarTek preliminary purchase price allocation

Because the Aegis Transactions are considered a reverse merger for accounting purposes, the fair value of the purchase consideration is calculated based on StarTek's stock price as it is considered to be more reliably determinable than the fair value of Aegis' private stock. Consideration is estimated based on the StarTek's closing stock price on June 28, 2018. The purchase price will be finalized based on the stock price on the closing date.

Consideration for the transaction was estimated as follows:
Calculation of consideration (in $ thousands except share prices)
Amount
Share consideration:
 
 
 
 
Shares of StarTek
20,600,000

 
 
Share price of StarTek on June 28, 2018
$
6.22

 
 
Pro Forma Share Consideration
 
$
128,132

 
 
 
 
 
 
Cash Consideration:
 
 
 
 
Shares of StarTek
166,667

 
 
Price per share per Transaction agreement
$
12.00

 
 
 
 
 
 
$
2,000

 
Fair value of consideration transferred
 
$
130,132


S - 22



The preliminary purchase price as shown in the table above is allocated to the tangible and intangible assets acquired and liabilities assumed by the Company based on their preliminary estimated fair values. The fair value assessments are preliminary and are based upon available information and certain assumptions which the Company believes are reasonable. Actual results may differ materially from the unaudited pro forma condensed combined financial statements.
(In $ thousands)
 
 
 
 
Description
 
 
Note
Amount
Current assets
 
 
(a)
$
60,040

Property, plant and equipment, net
 
 
(b)
17,508

Identifiable intangible assets
 
 
(c)
42,913

Goodwill
 
 
(d)
58,187

Other non-current assets
 
 
(e)
3,533

Current liabilities
 
 
(e)
(24,072
)
Non-current liabilities
 
 
(e)
(27,977
)
Preliminary purchase price
 
 
 
$
130,132

(a) Reflects an increase of $2 million to cash and cash equivalents for the issuance of 166,667 shares at $12 per share.
(b) Preliminary fair value assessments are still in process, however, based on the information received to date, management does not believe the fair value will be materially different from the historical carrying value, therefore, the historical carrying value has been used in the preliminary purchase price allocation.
(c) Preliminary fair value adjustments were identified related to customer relationships, trademarks, favorable lease terms,
developed technology, and non-compete agreements. Preliminary adjustments are under review and are subject to change.
(d) Goodwill is the remainder of the fair value of the consideration after all identifiable assets and liabilities have been adjusted.
(e) No changes were identified as a result of the preliminary fair value assessment performed.

5. Adjustments to the unaudited pro forma condensed combined balance sheet

(a) Sources and uses of funds relating to the Transactions:
(In $ thousands)
 
 
 
 
Description
 
Note
 
Amount
Source:
 
 
 
 
Cash consideration paid to the Company
 
(i)
 
$
2,000

 
 
 
 
 
Use:
 
 
 
 
Cash paid for transaction costs
 
 
 
(10,613
)
Pro forma adjustment to cash and cash equivalents
 
 
 
(8,613
)

(i)
Upon closing, StarTek will issue 166,667 shares at $12 per share, resulting in a $2 million payment from the Aegis Stockholder to the Company.
(ii)
Estimate of transaction costs expected to be paid following the closing date.

(b) Adjustments to identifiable intangible assets based on the preliminary fair value assessment:
(In $ thousands)
 
 
Description
 
Amount
Fair value of customer relationships
 
$
24,360

Fair value of trademarks
 
16,430

Fair value of favorable lease terms
 
1,393

Fair value of developed technology and non-compete agreements
 
730

Less StarTek's historical intangible assets, net
 
(2,993
)
Pro forma adjustment to intangible assets, net
 
$
39,920


S - 23



(c) Adjustments to goodwill based on the preliminary purchase price allocation:
(In $ thousands)
 
 
Description
 
Amount
Fair value of consideration transferred in excess of the preliminary fair value of assets acquired and liabilities assumed
 
$
58,187

Less StarTek's historical goodwill
 
$
(9,077
)
Pro forma adjustment to goodwill
 
$
49,110


(d) Adjustments to StarTek's historical equity as follows:
(In $ thousands)
 
 
Description
 
Amount
Fair value of consideration transferred
 
$
130,132

Less StarTek's historical equity
 
(39,102
)
Transaction costs
 
(10,613
)
Pro forma adjustment to total StarTek and Aegis equity
 
$
80,417


(e) Reclassifies long term debt balances of both companies from Line of credit and Other debt into Long term debt, net.

6. Adjustments to the unaudited pro forma condensed combined statements of operations

(a) The newly acquired intangible assets consisting of customer relationships, trademarks, developed technology, non-compete agreements, and favorable lease terms will be amortized on a straight line basis over their expected useful lives, outlined below. The fair value assessment is preliminary and any changes to the preliminary values will have a direct impact on future earnings via amortization expense.
(In $ thousands)
 
 
 
 
Description
Estimated Fair Value
Estimated Useful life
Three months ended March 31, 2018
Year ended December 31, 2017
Amortization expense for Customer relationships
$
24,360

8 years
$
761

$
3,045

Amortization expense for Trademarks
16,430

15 years
274

1,095

Amortization expense for developed technology and non-compete agreements
730

1-5 years
91

362

Amortization expenses for favorable lease terms
1,393

13 years
27

107

Less historical amortization
 
 
(285
)
(1,140
)
Pro forma adjustment to amortization expense
 
 
$
868

$
3,469


(b) Represents the elimination of non-recurring transaction costs incurred by StarTek during the three months ended March 31, 2018 of $1.9 million directly related to the Aegis Transactions.

(c) To record income tax impact of the pro forma adjustments 6(a) and 6(b) above.
(In $ thousands)
 
 
Description
Three months ended March 31, 2018
Year ended December 31, 2017
Pro forma change in income (loss) before income tax
$
1,019

$
(3,469
)
Statutory Tax Rate
21
%
35
%
Impact to income tax expense (benefit)
214

(1,214
)
Impact to valuation allowance
(214
)
1,214

Pro forma adjustment to income tax expense (benefit)
$

$


S - 24



(d) The pro forma basic and diluted earnings per share calculations are based on the basic and diluted weighted average shares of StarTek. The pro forma basic and diluted weighted average shares outstanding are a combination of historical weighted average StarTek shares and the share impact related to the Aegis Transactions as follows:
Shares in thousands
 
Three months ended March 31, 2018
Year ended December 31, 2017
Historical weighted average number of common shares outstanding
 
 
 
     Basic
 
16,195

15,966

     Diluted
 
16,195

15,966

Impact of historically anti-dilutive securities on the pro forma diluted weighted average number of common shares outstanding
 

2,372

Impact of the Aegis Transactions on the weighted average number of common shares outstanding
 
20,767

20,767

Pro forma weighted average number of common shares outstanding
 
 
 
     Basic
 
36,962

36,733

     Diluted
 
36,962

39,105




S - 25


OPINION OF THE FINANCIAL ADVISOR TO THE COMPANY

The following information restates and supplements the existing disclosures contained under the heading “Proposal 1-Opinion of the Financial Advisor to the Company” beginning on page 55 of the Definitive Proxy Statement.

Opinion of the Financial Advisor to the Company

William Blair was retained to act as the financial advisor to the Board to render certain investment banking services, including soliciting offers for the possible sale of the Company, which ultimately included the Aegis Transactions, as set forth in the Transaction Agreement. As part of its engagement, the Board requested the opinion of William Blair as to the fairness, from a financial point of view, to the Company of (i) the issuance of 20,600,000 shares of common stock of the Company (the “Primary Share Issuance”) to the Aegis Stockholder and (ii) the issuance of additional shares of Common Stock to the Aegis Stockholder for cash at $12.00 per share (the “Additional Share Issuance” and, together with the Primary Share Issuance, the “Share Issuances”). On July 3, 2018, William Blair delivered its oral opinion to the Board and subsequently confirmed in writing that, as of that date and based upon and subject to the assumptions, qualifications and limitations stated in its opinion, the consideration to be paid with respect to the Share Issuances was fair, from a financial point of view, to the Company. Upon the execution of the Amendment, William Blair’s opinion dated July 3, 2018 superseded for all purposes William Blair’s opinion dated March 14, 2018 (the “Prior Opinion”) with respect to the fairness, from a financial point of view, to the Company of the Share Issuances under the Transaction Agreement. All references in this section to William Blair’s opinion are references to William Blair’s July 3, 2018 opinion except for specific references to the Prior Opinion.

William Blair provided its opinion for the use and benefit of the Board in connection with its consideration of the Aegis Transactions. As described above, William Blair’s opinion was only one of many factors taken into consideration by the Board in making its determination to recommend the approval of the Aegis Transactions and should not be viewed as determinative of the views of the Board or the Company’s Management with respect to the Aegis Transactions or the Share Issuances. The terms of the Transaction Agreement and the form and amount of the consideration payable in connection with the Aegis Transactions were determined through negotiations between the Company and the Aegis Stockholder. The Transaction Agreement and the Aegis Transactions were approved by the Board. William Blair did not recommend any form or amount of consideration to the Board or that any specific form or amount of consideration constituted the only appropriate consideration for the Aegis Transactions. The opinion described above delivered to the Board was reviewed and approved by William Blair’s Fairness Opinion Committee. William Blair has consented to the inclusion in this proxy statement of its opinion and the description of its opinion appearing under this heading “Opinion of the Financial Advisor to the Company

THE FULL TEXT OF WILLIAM BLAIR’S WRITTEN OPINION, DATED JULY 3, 2018, IS ATTACHED AS ANNEX B TO THIS SUPPLEMENT AND INCORPORATED INTO THIS PROXY STATEMENT BY REFERENCE. YOU ARE URGED TO READ THE ENTIRE OPINION CAREFULLY AND IN ITS ENTIRETY TO LEARN ABOUT THE ASSUMPTIONS MADE, PROCEDURES FOLLOWED, MATTERS CONSIDERED AND LIMITS ON THE SCOPE OF THE REVIEW UNDERTAKEN BY WILLIAM BLAIR IN RENDERING ITS OPINION. WILLIAM BLAIR’S OPINION WAS DIRECTED SOLELY TO THE BOARD FOR ITS USE AND BENEFIT IN EVALUATING THE AEGIS TRANSACTIONS. WILLIAM BLAIR’S OPINION RELATES ONLY TO THE FAIRNESS, FROM A FINANCIAL POINT OF VIEW, TO THE COMPANY OF THE SHARE ISSUANCES, DOES NOT ADDRESS ANY OTHER ASPECT OF THE AEGIS TRANSACTIONS, AND DOES NOT CONSTITUTE A RECOMMENDATION TO ANY STOCKHOLDER AS TO HOW SUCH STOCKHOLDER SHOULD VOTE WITH RESPECT TO THE SHARE ISSUANCES. WILLIAM BLAIR DID NOT ADDRESS THE MERITS OF THE UNDERLYING DECISION BY THE COMPANY TO ENGAGE IN THE AEGIS TRANSACTIONS. THE FOLLOWING SUMMARY OF WILLIAM BLAIR’S OPINION IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE FULL TEXT OF THE OPINION ATTACHED TO THIS SUPPLEMENT AS ANNEX B.

In connection with William Blair’s review of the Aegis Transactions and the preparation of its opinion, William Blair examined or discussed, among other things:

the Original Transaction Agreement;

a draft of the Amendment, dated July 3, 2018, and William Blair assumed that the final form of the Amendment would not differ from such draft in any material respect;

the audited financial statements of the Company for the fiscal years ended December 31, 2015, 2016 and 2017;

the unaudited financial statements of the Company for the quarter ended March 31, 2018;

S - 26



certain historical financial statements of Aegis for the fiscal years ended March 31, 2016 and 2017, as provided by management of Aegis and reviewed by third party accounting providers, and for the fiscal year ended March 31, 2018 as provided by management of Aegis;

the unaudited financial statements of Aegis for the twelve months ended March 31, 2018;

the diligence report issued by Deloitte & Touche LLP dated April 5, 2018, reflecting Aegis’ financial results at and for the fiscal years ended March 31, 2016 and March 31, 2017, and the twelve months ended December 31, 2017;

certain internal business operating and financial information and forecasts of the Company and Aegis prepared by Management and senior management of Aegis, respectively, which we refer to as the “Forecasts” and sensitivities prepared at the direction of and approved by the Board relating thereto, which we refer to as the “Sensitivities”, each of which are defined below under “Certain Unaudited Financial Forecasts of the Company”;

information regarding the amount and timing of incremental revenue, cost savings and related expenses which Management expects will result from the Aegis Transactions, which we refer to as the “Expected Synergies”;

information regarding the strategic, financial and operational benefits anticipated from the Aegis Transactions and the prospects of the Company (with or without the Aegis Transactions) prepared by Management of the Company;

information regarding publicly available financial terms of certain other business combinations William Blair deemed relevant;

the financial position and operating results of the Company compared with those of certain other publicly traded companies William Blair deemed relevant;

current and historical market prices and trading volumes of the common stock of the Company; and

certain other publicly available information on the Company and Aegis.

William Blair also held discussions with members of Management to discuss the foregoing, considered other matters that it deemed relevant to its inquiry, and took into account the accepted financial and investment banking procedures and considerations that it deemed relevant. In connection with William Blair’s engagement, it was requested to approach, and held discussions with, third parties to solicit indications of interest in a possible acquisition of the Company.

In rendering its opinion, William Blair assumed and relied, without any independent verification, upon the accuracy and completeness of all the information examined by or otherwise reviewed or discussed with William Blair for purposes of this opinion including, without limitation, the Forecasts and the Expected Synergies provided by the senior management of the Company and Aegis, as applicable. William Blair has not made or obtained an independent valuation or appraisal of the assets, liabilities or solvency of the Company or Aegis. William Blair has been advised by the senior management of the Company and Aegis that the Forecasts and the Expected Synergies examined by William Blair have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the senior management of the Company and Aegis, as the case may be, and at the direction of the Board, William Blair has also applied the Sensitivities to the Forecasts. In that regard, William Blair assumed, with the consent of the Board, that (i) the Forecasts will be achieved and the Expected Synergies will be realized in the amounts and at the times contemplated thereby, taking into account the application of the Sensitivities, and (ii) all material assets and liabilities (contingent or otherwise) of the Company and Aegis are as set forth in the financial statements of the Company and Aegis, as applicable, or other information made available to William Blair. William Blair did not express an opinion with respect to the Forecasts, the Expected Synergies, the Sensitivities or the estimates and judgments on which they are based. William Blair did not consider and expressed no opinion as to the amount or nature of the compensation to any of the Company’s officers, directors or employees (or any class of such persons) relative to the compensation to other stockholders or the Company. William Blair’s opinion was based upon economic, market, financial and other conditions existing on, and other information disclosed to William Blair as of, the date of its opinion. It should be understood that, although subsequent developments may affect William Blair’s opinion, William Blair does not have any obligation to update, revise or reaffirm its opinion. William Blair relied as to all legal matters on advice of counsel to the Company, and assumed that the Aegis Transactions will be completed on the terms described in the Original Transaction Agreement, as amended by the Amendment dated as of July 3, 2018, without any amendment or waiver of any material terms or conditions by the Company.


S - 27


William Blair expressed no opinion as to the price at which the common stock of the Company will trade at any future time or as to the effect of the Aegis Transactions on the trading price of the common stock of the Company. William Blair noted for the Board that the Company’s financial statements were prepared under US GAAP, whereas Aegis’s financial statements had not been prepared in accordance with US GAAP and, as a result, the financial statements of the two entities may not be directly comparable. William Blair assumed that any adjustments to the financial statements of Aegis to present them in accordance with US GAAP would not be material in amount or significance.

William Blair’s investment banking services and its opinion were provided for the use and benefit of the Board in connection with their consideration of the Aegis Transactions. William Blair’s opinion was limited to the fairness to the Company, from a financial point of view, of the consideration to be paid with respect to the Share Issuances, and William Blair did not address the merits of the underlying decision by the Company to engage in the Aegis Transactions and its opinion does not constitute a recommendation to any Company stockholder as to how such stockholder should vote with respect to the Aegis Transactions.

The following is a summary of the material analyses performed and material factors considered by William Blair in connection with its opinion. William Blair performed certain procedures, including each of the analyses described below, and reviewed with the Board the assumptions upon which such analyses were based, as well as other factors. Although the summary does not purport to describe all of the analyses performed or factors considered by William Blair in this regard, it does set forth those considered by William Blair to be material in arriving at its opinion. The order of the summaries of analyses described below does not represent the relative importance or weight given to those analyses by William Blair. The analyses summarized below include information presented in a tabular format. In order to fully understand the analyses performed by William Blair, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the analyses performed by William Blair. Considering the data set forth in the tables below without considering the full narrative description of the analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the analyses performed by William Blair.

Contribution Analysis

William Blair calculated the relative contributions of the Company and Aegis to the expected adjusted EBITDA, and adjusted net income of the Combined Company, after giving effect to the Primary Share Issuance, for the periods set forth below, based upon historical financial information and the Forecasts. William Blair then compared such contributions to the pro forma enterprise and equity values of the Combined Company, prior to giving effect to the Additional Share Issuance, and calculated certain values implied by such relative contributions. References to “LTM” refer to the last twelve month period. The following table summarizes the results of this analysis:
 
StarTek
Contribution
Aegis
Contribution
 
 
 
Adjusted EBITDA (LTM period ended March 31, 2018)
19%
81%
Combined Company enterprise value split
33%
67%
 
 
 
Adjusted Net Income (LTM period ended March 31, 2018)
(62)%
162%
Combined Company equity value split
45%
55%

William Blair noted that the Company is achieving a significantly greater share of enterprise value and equity value of the Combined Company than its respective adjusted EBITDA and adjusted net income contributions.

Selected Publicly Traded Companies Analysis

William Blair reviewed and compared certain financial information relating to the Company and Aegis to corresponding financial information, ratios and public market trading multiples for four publicly traded business process outsourcing companies that William Blair deemed relevant. The purpose of this analysis was to provide a comparison of the respective trading multiples of certain companies that operate in similar businesses and industries or with similar financial or operating conditions as the Company and Aegis with the multiples implied by the Aegis Transactions.

Although none of the selected companies is identical or directly comparable to the Company or Aegis, William Blair, using its professional judgment and experience, determined that such companies were the most appropriate for purposes of this analysis based on certain criteria that William Blair considered to be appropriate in light of the applicable facts and circumstances. Such criteria included, but was not limited to, the fact that, like the Company and Aegis, the other companies were companies that operated in the business process outsourcing sector and that William Blair considered certain of such companies’ business

S - 28


models and financial profiles to be similar to the business model and financial profile of the Company and Aegis. The group of selected publicly traded companies reviewed together with their respective enterprise values, revenue and adjusted EBITDA is listed below ($ in millions):
 
 
LTM
 
Enterprise
Value
Revenue
Adjusted EBITDA
 
 
 
 
Teleperformance SE
$11,785
$5,162
$869
TTEC Holdings Inc.
$1,855
$1,533
$205
Sykes Enterprises, Incorporated
$1,199
$1,616
$171
Atento SA
$936
$1,944
$223

Among the information William Blair considered were revenue and adjusted EBITDA. William Blair adjusted the historical results of the selected publicly traded companies, where it deemed appropriate, to eliminate the impact of publicly disclosed unusual or non-recurring items included in their financial information. The equity value of each of the Company and Aegis was calculated using a price of $6.52 per share, which was the closing price for the Company’s shares on July 2, 2018. The operating results and the corresponding trading multiples derived for each of the selected publicly traded companies were based on each company’s most recent available publicly disclosed financial information and closing share prices as of March 31, 2018 (except in the case of Teleperformance, which information was as of December 31, 2017). Enterprise values were then divided by (i) the revenue and adjusted EBITDA for each company for the LTM period ended March 31, 2018 (except in the case of Teleperformance, which information was as of December 31, 2017) and (ii) the projected revenue and adjusted EBITDA for each company for calendar year 2018, in each case to arrive at certain multiples. The implied enterprise value of each of the Company and Aegis is based on the equity value implied by the Primary Share Issuance, plus the closing net debt target of each of the Company and Aegis as specified in the amended Transaction Agreement.

William Blair then compared the multiples implied for the Company and Aegis based on the Primary Share Issuance to the range of trading multiples for the aggregate group of selected public companies. Information regarding the multiples from William Blair’s analysis of selected publicly traded companies is set forth in the following tables.
 
 
Implied Transaction Multiple
Selected Public Company Valuation Multiples
 
 
StarTek
Aegis
Min
Median
Mean
Max
Enterprise Value / Revenue
 
 
 
 
 
 
 
LTM Revenue
 
0.49x
 0.69x
0.48x
   0.98x
  1.18x
2.28x
CY 2018E Revenue
 
0.45x
0.69x
0.48x
        0.97x
1.14x
2.14x
 
 
 
 
 
 
 
 
Enterprise Value / Adjusted EBITDA
 
 
 
 
 
 
 
LTM Adjusted EBITDA
 
14.6x
7.1x
4.2x
  8.0x
  8.4x
13.1x
CY 2018E Adjusted EBITDA
 
7.8x
 6.8x
4.3x
  7.8x
  8.0x
12.1x

William Blair noted that, with respect to the enterprise value / revenue valuation multiples, the analyzed implied valuation multiples for the Company and Aegis based on the Primary Share Issuance were within or below the range of multiples of the selected public companies. William Blair also noted that, with respect to the enterprise value / adjusted EBITDA valuation multiples, the analyzed implied valuation multiples for the Company and Aegis were within or above the range of multiples for the selected public companies.

Although William Blair compared the trading multiples of the selected public companies to those implied for the Company and Aegis, none of the selected public companies is identical to the Company or Aegis. Accordingly, any analysis of the selected publicly traded companies necessarily involved complex considerations and judgments concerning the differences in financial and operating characteristics and other factors that would necessarily affect the analysis of trading multiples of the selected publicly traded companies.


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Selected Precedent Transactions Analysis

William Blair performed an analysis of selected recent business combinations consisting of transactions announced and closed subsequent to January 1, 2011 and focused primarily on the business process outsourcing sector with publicly disclosed transaction values and characteristics deemed to be most relevant by William Blair based on its professional judgment. William Blair’s analysis was based solely on publicly available information regarding such transactions. The selected transactions were not intended to be representative of the entire range of possible transactions in the business process outsourcing sector. The 14 transactions examined were (identified by target/acquirer, and closing date, enterprise value, enterprise value / revenue and enterprise value / EBITDA):
 
Enterprise
Value
EV / Revenue
EV / EBITDA
 
 
 
 
EGS Customer Care, Inc. / NCO Group, Inc. (October 14, 2011)
$436.2
1.31x
9.6x
Alpine Access, Inc. / Sykes Enterprises, Incorporated (August 20, 2012)
$150.0
1.42x
0
Atento Holding Telecomunicaciones / Bain Capital Private Equity, L.P. (December 12, 2012)
$1,345.2
0.58x
6.5x
IBM Worldwide Customer Care Business / Concentrix Corporation (SYNNEX) (January 31, 2014)
$490.3
0.38x
0
Stream Global Services, Inc. / Convergys Corporation (March 3, 2014)
$802.6
0.79x
6.9x
West Corporation (Agent Services Business) / Alorica Inc. (March 3, 2015)
$275.0
0.47x
7.9x
Sitel Worldwide Corporation / Groupe Acticall SAS (September 18, 2015)
$830.0
0.58x
7.4x
Serco Group Private Sector BPO / The Blackstone Group (December 31, 2015)
$294.1
0.59x
5.7x
Clearlink Technologies / Sykes Enterprises, Incorporated  (April 1, 2016)
$206.4
1.68x
0
Buw Holding GmbH / Convergys Corporation (August 1, 2016)
$137.9
0.78x
0
The Minacs Group Pte Ltd. / SYNNEX Corp. (August 1, 2016)
$420.0
1.05x
0
Atelka Enterprise Inc. / TeleTech Holdings, Inc. (November 9, 2016)
$48.8
0.89x
0
Novitex Holdings, Inc., SourceHOV, LLC / Apollo Global Management, Quinpario Acquisition Corp. 2 (July 12, 2017)
$2,800.0
1.87x
7.3x
Convergys Corporation / SYNNEX Corp. (Pending)
$2,534.0
0.93x
7.0x

William Blair reviewed the consideration paid in the selected transactions in terms of the enterprise value of such transactions as a multiple of revenue and adjusted EBITDA for the LTM period prior to the closing of the applicable transaction. William Blair considered the transaction multiples of revenue and adjusted EBITDA for the Company and Aegis for the LTM period ended March 31, 2018 and compared them to the resulting range of transaction multiples of LTM revenue and LTM adjusted EBITDA for the selected transactions. Information regarding the multiples from William Blair’s analysis of selected transactions, to the extent meaningful, is set forth in the following tables:
 
Implied Transaction
Multiple
 
 
Precedent Transaction Valuation Multiples
 
StarTek
Aegis
 
Min
 
 
Median
 
 
Mean
 
 
Max
 
Multiple
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Enterprise Value / LTM Revenue
 0.49x
0.69x
 
 
 
0.38x
 
 
0.84x
 
 
 
0.95x
 
 
1.87x
 
Enterprise Value / LTM Adjusted EBITDA
14.6x
7.1x
 
 
 
5.7x
 
 
7.0x
 
 
 
7.3x
 
 
9.6x
 

William Blair noted that the implied valuation multiples of enterprise value / LTM revenue for the Company and Aegis based on the Primary Share Issuance were within the range of multiples of the selected transactions, and the implied valuation multiples of enterprise value / LTM adjusted EBITDA for the Company and Aegis based on the Primary Share Issuance were within or above the range of multiples of the selected transactions.

Although William Blair analyzed the multiples implied by the selected transactions and compared them to the implied transaction multiples of the Company and Aegis, none of these transactions or associated companies is identical to the Aegis Transactions, the Company or Aegis. Accordingly, any analysis of the selected transactions necessarily involved complex

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considerations and judgments concerning the differences in financial and operating characteristics, parties involved and terms of their transactions and other factors that would necessarily affect the implied value of the Company or Aegis versus the values of the companies in the selected transactions.

Discounted Cash Flow Analysis

William Blair utilized the Forecasts (as modified by the Sensitivities) to perform a discounted cash flow analysis of the projected future free cash flows for the Company and the Combined Company for the fiscal years ending December 31, 2018 through December 31, 2022, adjusted for income taxes at an assumed rate of approximately 20.0% for the Company on a standalone basis and 28.1% for the Combined Company. Using discounted cash fl