Ict (ICTGF) DEFA14A Additional proxy soliciting materials

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.      )

Filed by the Registrant  x                            Filed by a Party other than the Registrant  ¨

Check the appropriate box:

¨ Preliminary Proxy Statement

¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨ Definitive Proxy Statement

¨ Definitive Additional Materials

x Soliciting Material Pursuant to §240.14a-12

ICT GROUP, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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The following is a presentation that was made by Charles E. Sykes, President and CEO of Sykes Enterprises, Incorporated to certain senior management level employees of ICT Group, Inc. on October 7, 2009.

VOICES

Chuck Sykes, President and CEO

Agenda

I.

Welcome and Introduction

II.

SYKES History

III.

SYKES Overview

IV.

Question and Answers

Who is SYKES?

1977-SYKES begins as small

engineering firm with three

employees

1979-1982 Technical writing

group begins in Charlotte

forming the Information

Services branch

1992-SYKES purchases Jones

Technologies, Inc. and enters

customer support business

1997-SYKES acquires

McQueen International

1996-SYKES goes public –

stock begins trading on

NASDAQ

2009-SYKES has more

than 33,000

employees

worldwide

2003-SYKES expands

global footprint to El

Salvador

SYKES Confidential & Proprietary

2008-SYKES announces it is

opening operations in Brazil;

Opens new building in Costa

Rica

2006-SYKES acquires Apex,

expanding its presence in LatAm

1999-SYKES acquires Acer

in Costa Rica; First LatAm

presence

Sykes Revenue and Operating Margin

1996 -

2007

8.7%

6.9%

6.8%

6.5%

-2.0%

-0.1%

-2.5%

2.4%

2.7%

5.3%

7.9%

$200,000

$250,000

$300,000

$350,000

$400,000

$450,000

$500,000

$550,000

$600,000

$650,000

$700,000

$750,000

1996

1997

1998

1999

2000

2001

2002

2003

2004

2005

2006

2007e

Fiscal year

-3.0%

-2.0%

-1.0%

0.0%

1.0%

2.0%

3.0%

4.0%

5.0%

6.0%

7.0%

8.0%

9.0%

Revenue

Operating Margin

SYKES Confidential & Proprietary

Executive Team

Daniel L. Hernandez

Senior Vice President, Global Strategy

Jenna R. Nelson

Group Executive, Senior Vice President,

Human Resources

W. Michael Kipphut

Group Executive, Senior Vice President and

Chief Financial Officer

Lawrence (Lance) Zingale

Senior Vice President, Global Sales and

Client Management

James C. Hobby

Senior Vice President. Global Operations

David L. Pearson

Senior Vice President and Chief Information Officer

James T. Holder

Senior Vice President, General Counsel and Corporate Secretary

United States

Canada

Philippines

Costa Rica

El Salvador

Argentina

United States

Argentina

Argentina/

Mexico

Scotland

Ireland

Philippines

South Africa

UK/Ireland

South Africa

Canada

Canada

Germany

Hungary

Slovakia

South Africa

Amsterdam

Germany

Argentina

Spain

Costa Rica

El Salvador

Spain

Hungary

Slovakia

Hungary/

Slovakia

Finland

Sweden

Denmark

Finland/

Sweden/

Denmark

Italy

Italy

China

China

Brazil

Brazil

MARKETS

Markets –

Where Clients’

End-Customer Demand Resides

Delivery Geo –

From Where  the Clients’

End-Customers are Serviced

DELIVERY GEOGRAPHIES

20 Delivery Geographies Align with 17 Markets –

Constitute 70%-80% of the Addressable Global Customer Contact

Market

SYKES Global Delivery Footprint

SYKES Confidential & Proprietary

Industry Segment Service Lines

Product Inquiry

Service Activation

Billing Support

Service Repair

Product Inquiry

Technical Support

Service Repair

Level 2&3 Support

Account Balance/Bill Pay

Name & Address Change

Loan Capture/

Pre-qualification

Customer Service

Fraud Support

Wireless, Broadband,

DSL, etc.

Engineering Support,

Hardware Support, etc.

Retail Banking,

Consumer Loans,

Brokerage, Insurance, etc.

Communications

Financial

Services

Technology

SYKES Confidential & Proprietary

SYKES Confidential & Proprietary

Industry Segment Service Lines

Instructions for Self-

Care at Home

Referral to Emergency

Services

Absenteeism Reduction

Programs

Alcohol Abuse

Counseling

Smoking Cessation

Roadside Emergency

Reservations

Hotel Reservation

Frequent Flier

Administration

Billing Inquiry

Service Repair

Service Activation

Product Inquiry

Fulfillment

Product Use

Assistance

Health Triage &

Employee Assistance

Program, etc.

Roadside

Assistance,

Travel

Portals & Travel Services

Consumer Products

Transportation & Leisure

Healthcare

Other  (Retail & Utility)

Customer Contact Management Industry*

SYKES Confidential & Proprietary

*Datamonitor

7,500

8,000

8,500

9,000

9,500

10,000

2008

2009

2010

2011

2012

2013

Customer Contact Agent Position (APs) Worldwide

26%

22%

18%

11%

9%

6%

6%

2%

2008 Customer Contact APs By Vertical

Financial services

Technology

Communications

Travel and tourism

Public sector

Healthcare

Utilities

Other

Industry expansion continues

North America (45% of APs),

EMEA, (30% of APs)

SYKES’

value proposition extends

to 80% of the addressable market

North America  forecast to grow

1.4%; EMEA, 4%

North America growth impacted by

continued off-shoring

FS, technology & communication

represent 66% of APs

SYKES targeting large verticals &

gaining share as exposure to above

verticals at 77%

All three verticals forecast to grow

by 3%-4%

3.2% CAGR

Customer Contact Management

Outsourcing Opportunity

Financial Services, Technology &

Communication remain substantially under

penetrated

Communication & Financial Services verticals

are large and offer significant growth

opportunity near-term

Diverse verticals has broadened SYKES’

growth drivers

Other emerging verticals offer incremental

opportunities long-term

Growth in outsourcing 6.9% CAGR, twice the

rate of industry growth, with penetration rate

to

increase

from16%

to

19%

-

broader

adoption of customer contact outsourcing

Current catalyst for outsourcing: market

dislocation; long-term: cost savings, flexibility,

non-core

&

subject

matter

expertise

Growth curve resembles a stair-step function

More

than

500K

APs

to

come

to

the

market

over

the

next

five

years;

SYKES’

equal

share

could translate into ~11% CAGR increase in

total seats from’08 –

‘13

15%

15%

16%

16%

17%

17%

18%

18%

19%

19%

20%

20%

0

200

400

600

800

1,000

1,200

1,400

1,600

1,800

2,000

2008

2009

2010

2011

2012

2013

Customer Contact APs Penetration Worldwide

0%

5%

10%

15%

20%

25%

30%

35%

Other

Communications

Technology

Financial services

Utilities

Travel and tourism

Healthcare

Public sector

2008 Customer Contact AP Outsourcing by Vertical

SYKES Confidential & Proprietary

SYKES Strengths

SYKES Confidential & Proprietary

•

Strong

Balance

Sheet

a

Comparative

Advantage

–

No

Debt,

Healthy

Cash Position Enables Multitude of Shareholder Value-Maximizing

Options & Sustained Future Growth

•

Favorable Secular Growth Backdrop Driven by an Industry Shift from

Captive Centers To Outsourced Centers

•

Global Delivery Model with Critical Mass that Spans four Continents,

Across 17 Markets and 20 Delivery Geographies to Capitalize on

Secular Trends

•

Highly Differentiated Growth Strategy Driven by a Conservative Risk

Profile, including Low Client & Vertical Concentration

•

Revenue and Margin Expansion through Increases in Global Seat

Utilization Rates & Controlled Capacity Expansion

•

Despite Currency Headwinds, Projecting Growth when Growth is Scarce

SYKES Vision

SYKES Confidential & Proprietary

To be the Global Standard in Customer Interactive Solutions.

As the global standard we will…

•

…be known for leading operational & financial performance.

•

…provide competitive solutions for all major markets where

we can succeed.

•

…be known as experts in comprehensive customer

interactive services.

•

…be known as leaders in the way we treat people &

communities.

SYKES Internal Strategic Themes

SYKES Confidential & Proprietary

.

•

Achieve Operational Excellence

•

Build the Global Sales & Service Engine

•

Employ people with right competencies & skills

•

Find ways to add value

SYKES Approach & Beliefs

SYKES Confidential & Proprietary

.

•

People serving People

•

Science of Service

•

Manage by fact, not conjecture

•

Focus & Simplicity

•

All for one, one for all

•

Make things happen vs. report things that happen

•

Bigger, Better, Bolder

Questions

SEC Compliance Statements

SYKES Confidential & Proprietary

.

Additional Information

In

connection

with

the

proposed

merger,

SYKES

will

file

with

the

SEC

a

Registration

Statement on Form S-4 that will include a proxy statement of ICT that also constitutes a

prospectus of SYKES. ICT will mail the proxy statement/prospectus to its shareholders.

SYKES and ICT urge investors and security holders to read the proxy

statement/prospectus regarding the proposed merger when it becomes available because

it will contain important information.

You may obtain copies of all documents

filed

with

the

Securities

and

Exchange

Commission

regarding

this

transaction,

free

of

charge,

at

the

SEC's

website

(www.sec.gov).

You

may

also

obtain

these

documents

free

from

Sykes

at

http://investor.sykes.com/phoenix.zhtml?c=119541&p=irol-sec,

or

by

contacting SYKES' Investor Relations Department at 1-813-233-7143, or by contacting

MBS Value Partners at 1-212-750-5800. You may also obtain these documents, free of

charge

from

ICT

at

www.ictgroup.com.

SYKES, ICT and their respective directors, executive officers and certain other members of

management and employees may be soliciting proxies from ICT shareholders in favor of

the

merger.

Information

regarding

the

persons

who

may,

under

the

rules

of

the

SEC,

be

deemed participants in the solicitation of the ICT shareholders in connection with the

proposed merger will be set forth in the proxy statement/prospectus when it is filed with

the

SEC.

You

can

find

information

about

SYKES’

executive

officers

and

directors

in

the

proxy

statement

for

SYKES’s

2009

annual

meeting

of

shareholders,

filed

with

the

SEC

on

April

15,

2009.

You

can

find

information

about

ICT’s

executive

officers

and

directors

in

the

proxy

statement

for

ICT’s

2009

annual

meeting

of

shareholders,

filed

with

the

SEC

on April 29, 2009. Free copies of these documents may be obtained from SYKES and ICT

as described above.

SEC Compliance Statements

SYKES Confidential & Proprietary

.

Forward-Looking Statements

This document includes "forward-looking statements" within the meaning of the safe

harbor provisions of the United States Private Securities Litigation Reform Act of 1995.

Such statements may include, but are not limited to, statements about the benefits of the

proposed Merger between Sykes and ICT Group, including future financial and

operating results, the combined company's plans, objectives, expectations and

intentions and other statements that are not historical facts. Such statements are based

upon the current beliefs and expectations of Sykes’s and ICT Group's managements

and are subject to significant risks and uncertainties. Actual results may differ from those

set forth in the forward-looking statements.

The

following

factors,

among

others,

could

cause

actual

results

to

differ

from

those

set

forth in the forward-looking statements: the possibility that the expected synergies from

the

proposed

Merger

of

Sykes

and

ICT

Group

will

not

be

realized,

or

will

not

be

realized

within

the

expected

time

period,

due

to,

among

other

things,

the

ability

to

obtain

governmental and self-regulatory organization approvals of the Merger on the proposed

terms and schedule; the failure of ICT Group shareholders to approve the Merger; the

risk that the businesses will not be integrated successfully; disruption from the Merger

making it more difficult to maintain business and operational relationships; the possibility

that the Merger does not close, including, but not limited to, due to the failure to satisfy

the closing conditions; Sykes’s and ICT Group's ability to accurately predict future

market conditions; and the exposure to litigation and/or regulatory actions. Additional

factors

that

could

cause

results

to

differ

materially

from

those

described

in

the

forward-

looking

statements

can

be

found

in

the

Sykes’

2008

Annual

Report

on

Form

10-K,

ICT

Group's 2008 Annual Report on Form 10-K and each company's other filings with the

Securities

and

Exchange

Commission

(the

"SEC")

available

at

the

SEC's

Internet

site

(http://www.sec.gov).