Convergys to Acquire Intervoice, Enhancing Leadership in Relationship Management

Acquisition Provides a Complementary Growth Platform and Expands Convergys' Integrated Automated and Live Agent Offering

Released: 16 July 2008, Cincinnati and Dallas, USA

Convergys Corporation (NYSE: CVG) and Intervoice, Inc. (NASDAQ: INTV) announced today that the Boards of Directors of both companies have approved a definitive merger agreement under which Convergys will acquire Intervoice for $335 million in cash or $8.25 per share. The consideration represents a premium of 24 percent to Intervoice's closing stock price on July 15, 2008, the last trading day prior to the announcement of the agreement. Convergys expects the acquisition to be accretive beginning in 2009 on a non-GAAP basis, excluding amortization and one time costs.

With its strong global brand, innovative technology, and large and loyal customer base, Intervoice is a leader in the software-based interactive voice response, contact center, and mobile messaging technology and applications markets. Intervoice is also recognized in the leader's quadrant among its peers as acknowledged in Gartner, Inc.'s 'Magic Quadrant for Interactive Voice Response Systems and Enterprise Voice Portals, 2008' report published February 19, 2008. The report states that "Intervoice has a strong track record and experience in delivering IVR and speech applications through packaged applications, complemented by service engagements."

Acquisition Strategic and Financial Benefits
Comprehensive product and services offering - By integrating Intervoice's complementary speech automation, Web self-care, and mobile applications, Convergys will be able to offer a comprehensive array of automated and live agent services. Intervoice's products and services portfolio provides Convergys with an expanded offering, reduced time to market, and enhanced differentiation in the large and growing automated services market.

Expanded client base and growth opportunities in global market
Intervoice serves thousands of enterprises and network service providers in 80 countries across multiple industries, including financial services, healthcare, retail and manufacturing, telecommunications, utilities, and transportation and travel. Intervoice's extensive global channel and technology partnerships and sales presence provide Convergys with a number of cross-selling opportunities to further penetrate current markets and access new markets and geographies. These cross-selling opportunities as well as the new bundled product offerings are expected to accelerate Convergys revenue growth in 2009 and beyond.

"Separately, these companies have been strong strategic partners delivering products that have created opportunities for customers like us," said Robert Strickland, Senior Vice President and Chief Information Officer at T-Mobile USA. "If they come together, we look forward to seeing them continue to build on their ability to bring solutions to the market that place customer relationships at the center."

Predictable revenue with attractive contribution margins - Intervoice revenues for its fiscal year ended February 28, 2008, were $202.4 million. More than fifty percent of these revenues are maintenance and hosted services revenues that are predictable and recurring. These maintenance and hosted services, along with the rest of Intervoice's portfolio of products and services, generate attractive contribution margins.

"This acquisition is part of our plan to be the market leader in Relationship Management solutions," said Dave Dougherty, Convergys President and CEO. "Clients are demanding high-quality, integrated, relationship management solutions, combining both automated and live agent services, to drive more value from their relationships with their customers and employees. We believe acquiring Intervoice allows us to compete more effectively as a single-source provider and enables us to grow our revenues and our earnings. We're very excited about this transaction and the value we expect it to create for our clients and shareholders, as well as the opportunities we expect it to create for Convergys and Intervoice employees."

"While Intervoice has performed well independently for 25 years, this transaction should create significant value for our shareholders, new opportunities for our employees, and enhanced ways to drive our customers' success," said Robert Ritchey, CEO of Intervoice. "Convergys is an industry leader that shares our passion for innovative technology and excellence in customer service. We expect our complementary product and services suites to optimize relationship management across all industry segments. We look forward to joining the Convergys team."

Transaction Summary
Under the agreement, Convergys will commence a tender offer for all outstanding shares of Intervoice common stock for $8.25 per share no later than August 1, 2008. Following completion of the tender offer, the parties will effect a second-step merger in which remaining Intervoice shareholders will receive the same price per share.

The transaction is subject to customary closing conditions and regulatory approvals as well as the valid tender of two-thirds the outstanding shares of Intervoice common stock. Convergys expects the transaction to close in the third quarter of 2008.

Convergys intends to initially fund the transaction through existing and new credit facilities and cash on hand. The tender offer is not subject to a financing contingency.

Following the close of the transaction, Intervoice results will be included in the results of Convergys' Customer Management Segment.

Conference Call and Webcast
Convergys and Intervoice will host a conference call on July 16, 2008, at 9:00 AM, Eastern Daylight Time, to discuss today's announcement. A live webcast of the conference call and accompanying slides can be accessed at www.convergys.com and www.intervoice.com

Fast Facts about Intervoice:

1. Is a world leader in delivering natural, intuitive ways for people to interact, transact, and communicate.

2. Focused on enterprise and network markets but also serves the Small Medium Business market.

3. Employs approximately 700 people located predominately in Dallas, Texas; Manchester, England; Mountain View, California and Orlando, Florida, with sales offices in Sao Paulo, Brazil, and Singapore.

4. More than 5,000 customers in 80 countries have relied on Intervoice, including many of the world's leading financial and heathcare institutions, telecommunications companies, utilities, and governments.

Quotable Quotes:
You may attribute the follow quotes to Mike Betzer, Senior Vice President of Relationship Technology Management at Convergys. (A bio and photo are provided at end of this alert.)

1. "Intervoice is a great fit with our customer management capabilities," explained Mike Betzer, Convergys senior vice president in charge of the company's Relationship Technology Management organization.

2. "By integrating Intervoice's complementary speech automation, Web self-care and mobile applications, Convergys will be able to offer a comprehensive array of automated and live agent services. Intervoice's products and services portfolio provides Convergys with an expanded offering, reduced time to market, and enhanced differentiation in the large and growing automated services market."

3. "Convergys and Intervoice clients will have the opportunity to benefit from a wider array of industry leading premise-based, hosted, and agent-assisted customer management solutions that we expect will drive greater value from their customer and employee relationships."

4. "Combining the capabilities of these two companies enables Convergys to compete more effectively as a single-source provider, which companies are increasingly looking for to address their complete customer and relationship management needs."

Industry Analysts Who Can Comment on the News:

1. Gartner:
Matthew Goldman - Gartner Research Vice President, (760) 434-7418
Bern Elliot - Gartner Research Vice President, (215) 985-2292
Drew Kraus - Gartner Research Vice President, (303) 554-5978
Steve Cramoysan - Garner Research Director, (408)-468-8312. (FOR UK AND APAC MEDIA)

2. Datamonitor:
Daniel Hong - Lead Analyst, Customer Interaction Technologies, (212)652-5375:

"This acquisition is a bold move by Convergys in the customer interaction space. Intervoice is the largest standalone IVR vendor in the market and over the past couple of years the vendor has acquired and developed significant assets within the contact center space for differentiation. If Convergys is able to successfully integrate Intervoice's products and services into its overall Relationship Management strategy then Convergys will be able to alter the contact center outsourcing and customer interaction technology landscapes."

Daniel Hong, Lead Analyst, Customer Interaction Technologies

For more information or to set up a briefing with a Convergys spokesperson, contact: Susan McKay, Convergys Corporate Communications, +65 6248 5198 or susan.mckay@convergys.com

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