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CUSIP No. 85569C107 |
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13D |
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Page 1 of 6 pages |
Explanatory Note
This Amendment No. 8 (the Amendment No. 8) to Schedule 13D amends and supplements the Schedule 13D
originally filed with the United States Securities and Exchange Commission on March 23, 2018 (as amended to date, the Schedule 13D), by: (a) CSP Alpha Holdings Parent Pte Ltd; (b) CSP Alpha Investment LP;
(c) CSP Alpha GP Limited; (d) CSP Victory Limited; and (e) CSP Management Limited (collectively, the Reporting Persons, and each a Reporting Person), relating to the common stock, $0.01 par value.
(the Common Stock), of StarTek, Inc., a Delaware corporation (the Issuer).
Item 4. |
Purpose of Transaction. |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
Merger Agreement
On October 10, 2023, the
Issuer entered into an Agreement and Plan of Merger (the Merger Agreement) with Stockholm Parent, LLC, a Delaware limited liability company (Parent), Stockholm Merger Sub, Inc., a Delaware corporation and a
wholly owned subsidiary of Parent (Merger Sub). Parent and Merger Sub are affiliates of the Reporting Persons.
Pursuant to the terms and conditions of the Merger Agreement, Merger Sub will merge with and into the Issuer (the Merger),
with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent. As a result of the Merger, each share of Common Stock issued and outstanding immediately prior to the effective time of the Merger (the
Effective Time) (other than shares held by (i) the Issuer, Parent, Merger Sub or any of their respective subsidiaries and (ii) shareholders of the Issuer who have properly exercised their dissenters rights under
Delaware law) will be converted at the Effective Time into the right to receive $4.30 in cash, without interest (the Merger Consideration).
Closing Conditions
Consummation of the Merger is subject to certain customary closing conditions, including, (i) receipt by the Issuer of the Written
Consent (as defined below), (ii) the absence of any law, order, injunction, judgment or ruling order preventing the consummation of the Merger, (iii) subject to materiality qualifiers, the accuracy of each partys representations and
warranties, (iv) each partys compliance in all material respects with its obligations and covenants under the Merger Agreement, (v) the absence of a Company Material Adverse Effect (as defined in the Merger Agreement) and (vi) twenty
calendar days having elapsed since the mailing to the Issuers stockholders of a definitive information statement with respect to adoption of the Merger Agreement by the Sponsors pursuant to the Written Consent. The Merger Agreement does not
contain any financing condition.
Following the execution of the Merger Agreement, CSP Alpha Holdings Parent Pte Ltd and CSP Victory
Limited, which collectively hold approximately 56% of the outstanding shares of Common Stock, executed and delivered to the Issuer an irrevocable written consent adopting the Merger Agreement and approving the Merger (the Written
Consent), thereby providing the required stockholder approval for the Merger. The Written Consent will become effective at 6:00 pm New York City time on November 9, 2023 (as such period may be extended under certain circumstances set forth
in the Merger Agreement, the Written Consent Effective Time). No further action by holders of shares of Common Stock is required to adopt the Merger Agreement or approve the transactions contemplated by the Merger Agreement (the
Transactions), including the Merger.