Safe Harbor Statement DISCLOSURE NOTICE: This document contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 related to SYNNEX Corporation (“SYNNEX”), Convergys Corporation (“Convergys”) and the proposed acquisition of Convergys by SYNNEX. All statements other than statements of historical fact are forward-looking statements for purposes of federal and state securities laws. These forward-looking statements involve uncertainties that could significantly affect the financial or operating results of Convergys, SYNNEX or the combined company. These forward- looking statements may be identified by terms such as anticipate, believe, foresee, expect, intend, plan, may, will, could and should and the negative of these terms or other similar expressions. Forward-looking statements in this document include, among other
things, statements regarding the acquisition of Convergys, the potential benefits of the proposed acquisition, including future financial and operating results, plans, objectives, expectations and intentions, the timing and financial impact thereof, including with respect to revenue, adjusted EBITDA, EPS, and adjusted ROIC, both in amounts and timing, the amount and form of consideration, the methods SYNNEX will use to finance the cash portion of the transaction, costs, funding and debt levels, geographical footprint, operating leverage, closing conditions, regulatory approvals, that the transaction is expected to be accretive, and the synergies of SYNNEX and the acquired businesses. In addition, all statements that address operating performance, events or developments that we expect or anticipate will occur in the future — including statements relating to creating value for stockholders, benefits of the proposed transactions to customers, vendors, employees,
stockholders and other constituents of the combined company, integrating our companies, cost savings and the expected timetable for completing the proposed transaction — are forward-looking statements. These forward-looking statements involve substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Risks and uncertainties include, among other things, risks related to the satisfaction of the conditions to closing the acquisition (including the failure to obtain necessary regulatory and shareholder approvals) in the anticipated timeframe or at all; risks related to the ability to realize the anticipated benefits of the acquisition, including the possibility that the expected benefits from the proposed acquisition will not be realized or will not be realized within the expected time period; the risk that the businesses will not be integrated successfully; disruption from the transaction
making it more difficult to maintain business, contractual and operational relationships; the unfavorable outcome of any legal proceedings that have been or may be instituted against SYNNEX, Convergys or the combined company; failure to protect proprietary or personally identifiable data against unauthorized access or unintended release; the ability to retain key personnel; negative effects of this announcement or the consummation of the proposed acquisition on the market price of the capital stock of SYNNEX and Convergys, and on SYNNEX’ and Convergys’s operating results; significant transaction costs, fees, expenses and charges; unknown liabilities; the risk of litigation and/or regulatory actions related to the proposed acquisition; the financing of the transaction; other business effects, including the effects of industry, market, economic, political or regulatory conditions; future exchange and interest rates; changes in tax and other laws, regulations, rates
and policies; future business combinations or disposals; and competitive developments.
Combination of Concentrix and Convergys ~$4.7B Revenue Customer • Combined client base of 650+ of the best brands Base • 100+ clients from the Fortune 1000 650+ Clients Vertical • Convergys further enhances domain expertise in key 225,000+ Expertise strategic verticals - Financial Services, Healthcare, Technology, Automotive Employees 6,000+ Footprint • Concentrix footprint enhanced with Convergys’ presence in Germany and rest of Europe Credentialed • Convergys footprint enhanced with Concentrix’ Professionals presence in APAC and Latam 40 Higher Value • Leverage Concentrix’ higher value capabilities across Countries Capabilities Convergys’ client base • Tigerspike, marketing optimization, automation, 70 analytics, consulting Languages 8
Transaction Overview Transaction • SYNNEX to acquire Convergys for $26.50 per share: • $13.25 per share in cash; and 0.1193 SYNNEX common shares for Consideration each share of Convergys common stock, subject to a two-way collar • Approximately $2.43 billion transaction equity value, and net debt of approximately $315 million Financial • Minimum $150 million of annual cost synergies: expect $50 million in first 12 Impact months, achieving $150 million by third year • Expect non-GAAP EPS accretion of mid-single digits in year one, reaching double-digits by year two • Expect adjusted ROIC to meet or exceed our requirements Financing • Total cash consideration to be funded from existing cash and new debt • $1.8 billion of committed financing for the purchase price and to maintain appropriate liquidity for ongoing working capital needs • Expect debt to adjusted EBITDA of ~3.5x leverage at closing, and expected return
to historical levels of 2.5x or less within 18-24 months Timing • Expect to close by the end of 2018 calendar year • Subject to SYNNEX and Convergys shareholder votes, regulatory approval and customary closing conditions 10