Sykes Enterprises, ICT Group Sign Merger Agreement

October 7, 2009 (FinancialWire) — Sykes Enterprises, Inc. (NASDAQ: SYKE) and ICT Group, Inc. (NASDAQ: ICTG) have entered into a definitive merger agreement under which Sykes agrees to acquire ICTG.

Sykes will pay $15.38 for each share of ICTG common stock on a fully diluted basis, for a total purchase price of approximately $263 million. Under the terms of the agreement, each issued and outstanding share of ICTG will be converted into $7.69 in cash and Sykes stock with a value of $7.69, subject to a collar mechanism.

The purchase price of $15.38 per share represents a premium of approximately 46% over the closing price of ICTG stock on October 5, 2009. The cash portion of the purchase price is anticipated to be funded through committed credit facilities. The board of directors of Sykes and ICTG have each approved the transaction, which is subject to the approval of the ICTG shareholders.

John J. Brennan, Donald Brennan and Eileen Brennan Oakley have entered into an agreement with Sykes and ICTG under which they have agreed to vote shares controlled by them, representing approximately 39% of ICTG’s outstanding shares, in favor of the transaction. The transaction is expected to close around the end of 2009, subject to the satisfaction of customary closing conditions, including Hart- Scott-Rodino clearance.

Sykes expects to realize synergies of up to $20 million annually. Giving consideration to realizing a portion of the anticipated synergies in 2010, the acquisition is expected to be neutral to Sykes’ earnings per diluted share in 2010. On an adjusted basis, which excludes expenses related to the amortization of acquisition-related intangible assets, while including the expected synergies, this acquisition is expected to be earnings per diluted share accretive in 2010.

For the six months ended June 30, 2009, ICTG’s revenues were $194.4 million. ICTG ended the second quarter of 2009 with $42.3 million in cash and cash equivalents on its balance sheet. Brennan has agreed to remain with Sykes for a transition period to assist with the integration of the two businesses.

Under the terms of the agreement, each issued and outstanding share of ICTG will be converted into $7.69 in cash and Sykes stock with a value of $7.69, subject to a collar mechanism. If Sykes’ volume weighted average stock price for a 10 trading-day period ending on the third trading day before the effective date of the merger is between $19.3306 and $22.4652, the fraction of a share of Sykes common stock to be delivered with the $7.69 in cash for each ICTG share (the “exchange rate) will be adjusted to deliver Sykes stock valued at $7.69 per ICTG share. If Sykes’ average stock price is at or above $22.4652, the exchange rate will be 0.3423 Sykes share per ICTG share. If Sykes’ average stock price is at or below $19.3306, the exchange rate will be 0.3978 Sykes share per ICTG share. Each outstanding ICTG restricted stock unit will become fully vested at closing and the holder will receive a cash payment of $15.38. Each outstanding ICTG stock option will become fully vested at closing and the holder will receive a cash payment based upon the difference between the exercise price for the stock option and $15.38.

FinancialWire(tm) is a fully independent, proprietary news wire service. FinancialWire(tm) is not a press release service, and receives no compensation for its news, opinions or distributions. Further disclosure is at the FinancialWire(tm) web site (http://www.financialwire.net/disclosures.php). Contact FinancialWire(tm) directly via inquiries@financialwire.net.

Free annual reports for companies mentioned in the news are available through the Free Annual Reports Service (http://investrend.ar.wilink.com/?level=279).