The investigation by a law firm focus on potential breaches of fiduciary duty and other violations of state law by the Board of Directors of ICT Group, Inc. arising out of their attempt to sell ICT Group, Inc. (NASDAQ:ICTG) to Sykes Enterprises. On October 6, 2009 ICT Group, Inc. (Nasdaq:ICTG) and Sykes Enterprises, Incorporated (Nasdaq:SYKE) announced, that they have entered into a definitive merger agreement under which Sykes Enterprises, Inc agrees to acquire ICT Group, Inc. Under the proposed agreement Sykes Enterprises will pay $15.38 for each share of ICTG common stock on a fully diluted basis, for a total purchase price of approximately $263 million. Under the terms of the agreement, each issued and outstanding share of ICT Group will be converted into $7.69 in cash and SYKES stock with a value of $7.69, subject to a collar mechanism.

If Sykes Enterprises volume weighted average stock price for a 10 trading-day period ending on the third trading day before the effective date of the merger is between $19.3306 and $22.4652, the fraction of a share of Sykes Enterprises common stock to be delivered with the $7.69 in cash for each ICT Group share (the 'exchange rate') will be adjusted to deliver Sykes Enterprises stock valued at $7.69 per ICTG share. If Sykes Enterprises ' average stock price is at or above $22.4652, the exchange rate will be 0.3423 Sykes Enterprises share per ICTG share. If SYKES' average stock price is at or below $19.3306, the exchange rate will be 0.3978 Sykes Enterprises share per ICTG share. Each outstanding ICTG restricted stock unit will become fully vested at closing and the holder will receive a cash payment of $15.38. Each outstanding ICT Group stock option will become fully vested at closing and the holder will receive a cash payment based upon the difference between the exercise price for the stock option and $15.38. The Board of Directors of Sykes Enterprises and ICT Group have each approved the transaction. Chairman of the Board, President, and CEO John J.

Brennan, Vice Chairman of the Board Donald Brennan, and Eileen Brennan Oakley hold approximately 39% of ICTG's outstanding shares and have entered into an agreement with Sykes Enterprises and ICT Group, Inc under which they have agreed to vote shares controlled by them in favor of the transaction. According to ICT Group, Inc the purchase price of $15.38 per share represents a premium of approximately 46% over the closing price of ICTG stock on October 5, 2009.

But according to an investigation by a law firm the transaction appears to be unfair to current investors of ICT Group, Inc. (NASDAQ:ICTG) because the offer to acquire ICT Group, Inc. (NASDAQ:ICTG) at $15.38 per share appears opportunistically timed to take advantage of the current economic downturn, given that ICT stock was trading at $12.00 a share as recently as August 26, 2009. The investigation concerns whether the consideration to be paid to ICTG shareholders is grossly unfair, inadequate, and substantially below the fair or inherent value of ICTG and whether the directors of ICTG may have breached their fiduciary duties by not acting in ICTG shareholders' best interests in connection with the sale process of ICTG.

ICT Group, Inc., Newtown, PA, is a global provider of outsourced customer management and business process outsourcing (BPO) solutions. The Company's mix of customer service, technology and back-office solutions includes customer care/retention, cross-selling/upselling, technical support and collections, database marketing, data entry/management, e-mail response management, remittance processing and other back-office business processing services. ICT Group reported in 2007 Total Revenue of $453.62million and in 2008 Total Revenue of $428.18million. Shares of ICT Group (NASDAQ: ICTG) traded at $15.35 per share after the announcement and at around $10.70 per share before the announcement. ICTG shares were down from almost $30 per share in 2007 and over $36 per share in 2006.