IBEX Limited repurchased 3.56 million shares from TRGI for $70 million, changing its controlled company status and board composition.
Quiver AI Summary
IBEX Limited announced the repurchase of 3,562,341 of its common shares, representing approximately 20% of its diluted shares outstanding, from The Resource Group International, Limited (TRGI) for $70 million, which includes $45 million in cash and $25 million in seller financing. This transaction marks a significant shift for IBEX, as it will no longer be classified as a "controlled company" and will have a board predominantly composed of independent directors. Following the repurchase, TRGI will retain ownership of 1.8 million shares, and IBEX can repurchase the remaining shares within four years under certain conditions. IBEX CEO Bob Dechant expressed confidence in the company's growth and emphasized the shareholder concentration reduction and enhanced governance this deal brings. The Special Transaction Committee, independent from TRGI, oversaw the transaction and received independent advisory support. IBEX will pause its existing share repurchase program following this transaction.
Potential Positives
- Ibex Limited repurchased approximately 20% of its diluted shares outstanding, which reflects strong confidence in the company's growth and business fundamentals.
- The transaction allowed ibex to transition from being a controlled company to having a majority of independent directors on its board, enhancing corporate governance and potentially attracting a broader shareholder base.
- This repurchase, along with previous share buybacks totaling over $27 million, showcases ibex's ability to generate free cash flow while maintaining a strong balance sheet.
- The transaction underwent a thorough and independent approval process, ensuring it was in the best interest of shareholders, thus reinforcing trust in the company's governance practices.
Potential Negatives
- The need for a significant share repurchase to improve corporate governance indicates prior concerns regarding shareholder concentration and control, which could affect investor confidence in the company's independence and decision-making.
- The decision to pause the existing share repurchase program following this transaction raises questions about the company's ongoing capital strategy and ability to maintain shareholder returns in the near term.
- Despite the transaction being approved by an independent committee, the prolonged involvement of TRGI and retaining some shares may create lingering perceptions of influence over the company's operations and governance.
FAQ
What recent share repurchase did ibex announce?
ibex announced the repurchase of 3,562,341 common shares from TRGI for $70 million, reducing share concentration.
What percentage of shares did TRGI retain after the repurchase?
TRGI retained ownership of 1.8 million shares following the repurchase.
How will the board structure change after the transaction?
The majority of ibex’s eight-person board will consist of independent directors after the share repurchase.
What is the total amount ibex has repurchased since last year?
Since September of last year, ibex has repurchased over $27 million in shares in addition to the recent transaction.
What is the implication of ibex no longer being a controlled company?
This change allows ibex to comply fully with NASDAQ's corporate governance requirements and broaden its shareholder base.
Disclaimer: This is an AI-generated summary of a press release distributed by GlobeNewswire. The model used to summarize this release may make mistakes. See the full release here.
Full Release
WASHINGTON, Nov. 19, 2024 (GLOBE NEWSWIRE) -- IBEX Limited (“ibex”, or “the Company”) (Nasdaq: IBEX), a leading global provider of business process outsourcing (BPO) and AI-powered customer engagement technology solutions, today announced that it repurchased an aggregate of 3,562,341 of the Company’s common shares beneficially owned by The Resource Group International, Limited (“TRGI”), which represents approximately 20% of the diluted shares outstanding. These shares were unregistered and were not part of the public float. The purchase price was $19.65 per share, which was the last closing price, as well as the five-day volume weighted average trading price, for ibex common shares on the Nasdaq Global Market. The total transaction consideration is $70 million consisting of $45 million in cash and $25 million in seller financing. Subsequent to this transaction, Ibex will have a proforma net debt position of approximately $9 million based on Ibex’s most recently released balance sheet dated September 30, 2024.
Following the repurchase, TRGI will retain ownership of 1.8 million common shares of the Company, and ibex will no longer be a “controlled company” within the meaning of the Nasdaq Stock Market Rules. In addition, a majority of the Company’s eight person board will consist of independent directors after the repurchase. Five current directors appointed by TRGI shall continue to serve until the 2025 Annual General Meeting of Shareholders, and one of the two current ibex directors employed by TRGI will resign from the Company’s Board of Directors before the end of the year. Additionally, as part of the share repurchase, ibex will have the right to repurchase the remaining shares owned by TRGI within 4 years, if certain conditions are met.
“We are very pleased to announce this agreement with TRGI, which comes in addition to the more than $27 million in share repurchases we have made since September last year, reflecting the continued confidence in our business and growth trajectory,” said Bob Dechant, ibex CEO. “We believe that share repurchases are a prudent use of capital as we continue to generate free cash flow and maintain a strong balance sheet. Additionally, this transaction helps to further decrease our shareholder concentration and we will no longer be defined as a controlled company, as we will transition in full to NASDAQ’s corporate governance requirements to have independent board and committee composition. We believe this will give ibex the potential to broaden our shareholder base. TRGI has been a key partner to ibex for nearly 20 years for which we are deeply appreciative and will remain a meaningful investor as we move forward.”
Mohammed Khaishgi, TRGI CEO and Non-Executive Chairman of the Board of ibex, said, “Over the last two decades, we have been staunch believers in the vision and execution of ibex as it has grown its revenues nearly ten-fold over that period. In particular, we have been big supporters of the strategy that Bob and the ibex team have executed on for over a decade. We believe that now is the right time for ibex to pivot to the next stage of its evolution and move beyond the structure of a controlled company. We of course remain fervent in our support of the company’s future and look forward to continuing as non-controlling shareholders of ibex.”
The transaction was unanimously approved by a Special Transaction Committee comprised of members who were independent from TRGI. The Special Transaction Committee was advised by independent legal and financial advisors, and a fairness opinion was furnished by those financial advisors supporting the transaction. The entire Board, except for members employed by TRGI, who recused themselves from the vote, also ratified the transaction.
Lincoln International, LLC acted as financial advisor and Gibson, Dunn & Crutcher, LLC served as independent legal counsel to the Special Transaction Committee.
With the consummation of this transaction, ibex will pause its existing share repurchase program. Any decision in relation to a resumption of the existing or any future buyback program will be based on an ongoing assessment of the capital needs of the business and general market conditions.
About ibex
ibex delivers innovative business process outsourcing (BPO), smart digital marketing, online acquisition technology, and end-to-end customer engagement solutions to help companies acquire, engage and retain valuable customers. Today, ibex operates a global CX delivery center model consisting of 31+ operations facilities around the world, while deploying next generation technology to drive superior customer experiences for many of the world’s leading companies across retail, e-commerce, healthcare, fintech, utilities and logistics.
ibex leverages its diverse global team of over 31,000 employees together with industry-leading technology, including the AI-powered ibex Wave iX solutions suite, to manage nearly 200 million critical customer interactions, adding over $2.2B in lifetime customer revenue each year and driving a truly differentiated customer experience. To learn more, visit our website at ibex.co and connect with us on LinkedIn .
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