UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
SOUNDBITE COMMUNICATIONS, INC.
(Name of Subject Company (Issuer))
SONAR MERGER SUB INC.,
a wholly-owned subsidiary of
GENESYS TELECOMMUNICATIONS LABORATORIES, INC.
(Name of Filing Persons (Offerors))
Common Stock, par value $0.001 per share
(Title of Class of Securities)
836091108
(CUSIP Number of Class of Securities)
James M. Rene
Chief Legal Officer
Genesys
2001 Junipero Serra Blvd.
Daly City, California 94014
(650) 466-5000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)
Copies to:
Robert Schwenkel, Esq. & Brian Mangino, Esq.
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, New York 10004
(212) 859-8000
CALCULATION OF FILING FEE
| Transaction Valuation: Not applicable | Amount of Filing Fee: Not applicable | |
| ¨ | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount Previously Paid: | None | Filing Party: | Not applicable | |||
| Form or Registration No.: | Not applicable | Date Filed: | Not applicable |
| x | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes to designate any transactions to which this statement relates:
| x | third-party tender offer subject to Rule 14d-1 | ¨ | going-private transaction subject to Rule 13e-3 | |||
| ¨ | issuer tender offer subject to Rule 13e-4 | ¨ | amendment to Schedule 13D under Rule 13d-2 |
Check the following box if the filing is a final amendment reporting the results of the tender offer. ¨
This filing relates solely to preliminary communications made before the commencement of a tender offer for the issued and outstanding shares of common stock of SoundBite Communications, Inc. (“SoundBite”) by Sonar Merger Sub Inc. (“Offeror”), a wholly-owned Delaware subsidiary of Genesys Telecommunications Laboratories, Inc. (“Genesys”), pursuant to an Agreement and Plan of Merger, dated as May 20, 2013 (the “Agreement”), by and among SoundBite, Offeror and Genesys.
The tender offer described in the attached exhibit has not yet commenced, and the exhibit is neither an offer to purchase nor a solicitation of an offer to sell shares of SoundBite. At the time the tender offer is commenced, Offeror and Genesys will file a tender offer statement on Schedule TO containing an offer to purchase, form of letter of transmittal and related materials with the U.S. Securities and Exchange Commission (“SEC”), and SoundBite will file with the SEC a tender offer solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer. INVESTORS AND SOUNDBITE STOCKHOLDERS ARE URGED TO READ THE TENDER OFFER STATEMENT AND RELATED MATERIALS (INCLUDING THE OFFER TO PURCHASE, RELATED LETTER OF TRANSMITTAL AND OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER THAT SHOULD BE READ PRIOR TO MAKING A DECISION TO TENDER SHARES. Those materials will be made available to SoundBite’s stockholders at no expense to them. In addition, all of those materials (and all other tender offer documents filed with the SEC) will be available at no charge on the SEC’s website at www.sec.gov.
Exhibit Index
Attached hereto are the following communications:
| Exhibit A: | Genesys News Release dated May 21, 2013. | |
| Exhibit B: | Genesys Employee FAQs. | |
Exhibit A
Genesys to Acquire Leading Cloud-Based Customer Engagement Solution Provider SoundBite Communications
Genesys, one of the leading providers of customer engagement and contact center solutions, will acquire SoundBite Communications according to an agreement announced May 20 at a price of $5.00 per share. Soundbite Communications delivers cloud-based proactive collections, payments, and mobile marketing applications, as well as proactive customer service solutions to enterprises.
With more than 3,000 customers in 80 countries, Genesys orchestrates more than 100 million customer interactions every day across the contact center and back office, helping companies deliver fast and optimal levels of customer service with a highly personalized cross-channel customer experience. Genesys also prioritizes the flow of work to back office personnel resulting from any customer interaction, internal workflow or business application, optimizing the performance and satisfaction of customer-facing employees across the enterprise.
SoundBite Communications is a customer experience management company with expertise in delivering cloud-based mobile marketing, proactive customer care, and collections/payments solutions. It has more than 450 global end-clients, including nearly 50 Fortune 500 companies, and powers 2.5 billion personalized and compliant customer interactions annually across the full consumer lifecycle.
Jim Milton, President and CEO of SoundBite Communications, told Loyalty 360 that the acquisition is “very complementary” to both SoundBite and Genesys because it extends the capabilities of both companies.
“From a Genesys perspective, they’re a leader in the customer service and contact center solutions space, and have been successful driver in innovation for more than 20 years,” Milton said. “Historically, they are strong in providing solutions to high-end contact centers for customer engagement and customer service management. Essentially, we’ll be going after the customer experience market more broadly.”
The proposed acquisition will strengthen the Genesys cloud solutions portfolio, building on its recent acquisition of Angel for self-service and contact center solutions. Cloud-based sales, marketing, and customer service solutions provide companies with the ability to better acquire, service, and grow their business with new and existing customers by offering purpose-built applications that can be deployed quickly by business users. Those users can be located in departments across the enterprise including marketing, accounts receivable, collections, and contact centers.
Genesys extended its solutions in the cloud area, both organically and through a previous acquisition of a company called Angel. Milton said Genesys has further solidified its leadership position in cloud-based solutions with its acquisition of SoundBite Communications.
Milton said the acquisition affords SoundBite Communications a “much broader” portfolio and resources to fully address the customer management/experience market.
“We are obviously specialists in proactive engagement, predominantly outbound, cross-channel, and multichannel selling predominantly to B2C companies,” Milton said. “What we haven’t had is a complete set of solutions to bring to the table. For example, we haven’t focused much on inbound solutions of consumer calls to the contact center. That’s the world that Genesys thrives on. They also have a number of solutions around social media, and a number of other offerings that SoundBite on our own could not bring to market.”
Peter Wermter Vice President, Corporate Marketing & Communications at Genesys, told Loyalty 360, that the acquisition is critical because cloud-based solutions are a key focus for the future growth of the company.
“In the future we see our users extending out and SoundBite Communications focuses on proactive engagement, payment collections, and mobile marketing – all of which will help us extend our portfolio of offerings,” Wermter said. “We certainly see these applications reaching a broad set of users. The end users will really benefit from cloud-based solutions because of their faster deployment. Our strategy is about offering customers choices and cloud is a key part of our strategy.”
Milton said from a SoundBite client perspective, the company will be able to bring incremental offerings to the table that will be more integrated and more holistic in the future.
“Genesys is much bigger than SoundBite and they bring incremental resources to the table that we couldn’t have possibly done on our own,” Milton said. “Genesys has a global footprint touching every region of the world and SoundBite is predominantly in the U.S. with a small piece in the U.K.”
SoundBite Communications has been a pure-play cloud-based solutions company and Genesys offers a broader level of customer engagement and customer experience, Milton said.
“We’ll have the ability to deploy solutions in various models,” Milton said, “and that’s the power of Genesys.”
The transaction, which was unanimously approved by the Boards of Directors of SoundBite and Genesys, will be accomplished pursuant to a cash tender offer followed by a second step merger. The $5.00 per share cash offer price attaches to SoundBite Communications a total equity value of about $100.4 million. The closing of the transaction is expected to occur early in the third quarter of 2013.
The acquisition is expected to:
Contribute about $50 million in cloud-based revenue to Genesys, bringing the total to over $135 million for Genesys’ growing cloud business. What’s more, SoundBite Communications will supply Genesys with additional expertise in developing, marketing, and selling cloud-based customer engagement solutions and add about 450 new end-customers to its existing base of 800 Genesys cloud customers.
Complement the Genesys cloud-based customer engagement solutions with additional mobile capabilities, including self-service text messaging, and mobile marketing capabilities, including mobile coupons, in-store marketing, mobile websites, and on-package QR codes.
The tender offer described in this exhibit has not yet been commenced. This exhibit is neither an offer to purchase nor a solicitation of an offer to sell shares of SoundBite. At the time the tender offer is commenced, Genesys and its new wholly owned subsidiary, Sonar Merger Sub, intend to file a Tender Offer Statement on Schedule TO containing an offer to purchase, a form of letter of transmittal and other documents relating to the tender offer, and SoundBite intends to file a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. SOUNDBITE COMMUNICATIONS, INC. STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ THE TENDER OFFER STATEMENT AND RELATED MATERIALS (INCLUDING THE OFFER TO PURCHASE AND LETTER OF TRANSMITTAL) AND THE RELATED SOLICITATION/RECOMMENDATION STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ PRIOR TO MAKING A DECISION TO TENDER SHARES. Stockholders of SoundBite will be able to obtain a free copy of these documents (when they become available) and other documents filed by SoundBite and Genesys with the Securities and Exchange Commission (“SEC”) at the website maintained by the SEC at www.sec.gov. In addition, stockholders will be able to obtain a free copy of the tender offer documents (when they become available) from the information agent to be named in the offer to purchase or from Genesys.
Exhibit B
CONFIDENTIAL – INTERNAL USE ONLY
Genesys Announces Definitive Agreement to Acquire SoundBite
Frequently Asked Questions (Master Version)
Please note: This FAQ is for informational purposes only. It does not contain promises, commitments or legal obligations of any kind. Genesys reserves the right to modify the contents of this FAQ at any time.
ALL AUDIENCES: – PRESS, ANALYSTS, CUSTOMERS, PARTNERS, EMPLOYEES
What did you announce today?
Genesys announced a definitive agreement to acquire Bedford, Mass.-based SoundBite Communications.
Who is SoundBite?
SoundBite Communications provides cloud-based proactive payment and collections, mobile marketing, and proactive customer care solutions. SoundBite is currently a publicly traded company on the NASDAQ (symbol: SDBT).
Is the deal closed?
No. Today, we are announcing a definitive agreement for Genesys to acquire SoundBite.
We expect the deal to close early in the third quarter of 2013, following the satisfaction of all closing conditions and required regulatory approvals.
What was the sale price?
The deal values SoundBite at approximately $100 million.
How much is SoundBite’s annual revenue?
SoundBite reported nearly $50 million in annual revenue in 2012, representing 15% year-over-year growth from the previous year.
With the addition of the SoundBite business, Genesys’ overall annual recurring cloud revenue is expected to exceed $135 million, further establishing it as a leading player in the cloud contact center-as-a-service market.
How many customers does SoundBite have today?
SoundBite serves 450 customers including nearly 10% of the Fortune 500. The acquisition would add to the 800 existing Genesys Angel customers, bring its total number of cloud customers to 1,250.
What markets does SoundBite target today?
The addition of SoundBite would reinforce Genesys’ already strong position in four key vertical markets: Telecom, Financial Services, Retail, and Utilities. SoundBite’s presence in these verticals is as follows:
| • | 7 of the 10 largest global issuing banks |
| • | 5 of the 10 largest US telecom and media providers |
| • | 4 of the 10 largest US retailers |
| • | 7 of the 10 largest US utility providers |
SoundBite customers are located in the North America, Western Europe, South America and Africa.
What types of solutions does SoundBite provide?
SoundBite’s business is 100% cloud-based and supports on-demand multi-tenant solutions designed for use by the enterprise business user:
| • | Provides purpose-built applications for outbound collections and payment, mobile marketing, and proactive customer service |
| • | Solutions focused on speed of deployment and ease of use |
SoundBite strengthens the range of offers that are part of the Genesys Customer Engagement Platform for its cloud-based business by:
| • | Adding proactive multi/cross-channel communications across the customer lifecycle (acquire, service, extend) with the capability to perform real time closed loop engagements. |
| • | Providing a preference management and campaign management platform, enabling organizations to capture and manage consumers stated preferences, including channel and timing, and observe behaviors to enable optimal customer communication strategies. |
| • | Providing mobile capabilities including self-service text messaging and mobile marketing capabilities, including mobile coupons, in-store marketing, mobile web sites, and on-package QR codes. |
How many employees does SoundBite have today?
SoundBite has more than 140 employees today.
Why did Genesys acquire SoundBite?
| • | Extends the Genesys cloud solution set with proactive collections and payment, mobile marketing and proactive customer service – adding to the Genesys Angel cloud-based self-service and contact center offerings. |
| • | Supports Genesys’ strategy to reach new markets and users, including users beyond the contact center, including marketing, payment, and collections. |
| • | Contributes substantial cloud revenue (approximately $50 million), along with expertise and 450 customers, including nearly 50 from the Fortune 500. |
| • | Strengthens the range of offerings that make up the Genesys Customer Engagement Platform. |
What value does Genesys bring to SoundBite?
Genesys provides SoundBite with:
| 1) | Instant positioning as a market leader, joining its well-established cloud-based business, which includes the Genesys Angel solutions, as well as its hosted contact center business with partners – in addition to the Genesys market-leading on-premise business worldwide. |
| 2) | Global market-reach with the backing of a worldwide leader in contact centers and customer engagement solutions, to rapidly take its business and growth to the next level. |
How does Genesys plan to integrate SoundBite in the future?
Upon closing, the SoundBite business would be integrated into the current Genesys Cloud Business Unit led by David Rennyson, and including the Genesys Angel self-service and contact center offerings.
Additionally, we have a long-standing business with cloud partners worldwide, delivering a range of hosted contact center solutions.
Will the SoundBite executive team stay with Genesys?
We are working jointly with the SoundBite executive team to determine the structure for the new business.
Will there be any disruption to SoundBite current customers because of the acquisition? Is customer support impacted?
There is not expected to be any disruption to existing SoundBite customers upon closing of the transaction and current solutions will continue to be supported under existing agreements. Quite the opposite, Genesys is making a significant investment in cloud and the acquisition would accelerate the SoundBite roadmap.
How are SoundBite solutions sold today – direct sales, channels?
SoundBite today is sold through a mix of direct sales and partner channels.
Will the existing Genesys sales force sell SoundBite’s products?
The primary sales channel for the SoundBite offer will be the Genesys Cloud Business Unit, which will include both Angel and SoundBite resources, however, this unit will collaborate with both the Genesys enterprise sales team, and also a partner network, including both those of SoundBite and Genesys.
How does the acquisition impact the current Genesys cloud offerings like the Genesys Angel solutions?
SoundBite provides an exciting new addition to our portfolio of cloud solutions, which includes the Genesys Angel solutions for self-service and contact centers.
The SoundBite acquisition will enable Genesys to offer our customers a broader range of choices for cloud solutions and extend our offerings to exciting new areas like collections, payments, mobile marketing and proactive customer service.
Will Genesys look to do similar transactions?
Genesys continues to look for both organic and inorganic opportunities to grow its presence in the market and to drive efficiency and revenue for our customers.
What brand will SoundBite use?
Initially, Genesys will utilize the SoundBite brand for products until the proper long-term branding strategy for SoundBite solutions is determined.
How many partners does SoundBite have today?
SoundBite has more than 30 key technology, referral and reseller relationships, located in the US, Canada, UK, France, Spain and South Africa.
Will Genesys keep SoundBite’s existing partner relationships upon closing?
Genesys intends to continue all existing SoundBite channel and technology relationships.
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The tender offer described in this exhibit has not yet been commenced. This exhibit is neither an offer to purchase nor a solicitation of an offer to sell shares of SoundBite. At the time the tender offer is commenced, Genesys and its new wholly owned subsidiary, Sonar Merger Sub, intend to file a Tender Offer Statement on Schedule TO containing an offer to purchase, a form of letter of transmittal and other documents relating to the tender offer, and SoundBite intends to file a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. SOUNDBITE COMMUNICATIONS, INC. STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ THE TENDER OFFER STATEMENT AND RELATED MATERIALS (INCLUDING THE OFFER TO PURCHASE AND LETTER OF TRANSMITTAL) AND THE RELATED SOLICITATION/RECOMMENDATION STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ PRIOR TO MAKING A DECISION TO TENDER SHARES. Stockholders of SoundBite will be able to obtain a free copy of these documents (when they become available) and other documents filed by SoundBite and Genesys with the Securities and Exchange Commission (“SEC”) at the website maintained by the SEC at www.sec.gov. In addition, stockholders will be able to obtain a free copy of the tender offer documents (when they become available) from the information agent to be named in the offer to purchase or from Genesys.