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NCO Group Announces Agreement to be Acquired by CEO and Equity Group for $1.26 billion
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July 24, 2006

NCO Group, Inc., a leading provider of business process outsourcing services, announced today that it had entered into a definitive agreement to be acquired by One Equity Partners ("OEP") and Michael J. Barrist, Chairman, President and Chief Executive Officer of the Company, in a transaction valued at approximately $1.26 billion. Other members of executive management will be given an opportunity to invest in the surviving company and Mr. Barrist will continue as Chief Executive Officer.

Under the terms of the agreement, NCO shareholders will receive $27.50 in cash for each share of NCO common stock they hold as of the effective date of the merger. The price represents a 44 percent premium to the closing price of the stock prior to the Company's May 16, 2006 announcement of the receipt of the proposal from Mr. Barrist.

The merger agreement was negotiated on behalf of NCO by a special committee of the Board of Directors composed entirely of independent members of the Board. Upon the unanimous recommendation of the special committee, the Board of Directors has approved the merger agreement and has recommended to NCO's shareholders that they adopt the agreement.

The transaction is expected to be completed in the fourth quarter of 2006, subject to receipt of shareholder approval and customary regulatory approvals as well as satisfaction of other customary closing conditions.

Blank Rome LLP acted as legal counsel to NCO and Bass, Berry & Sims PLC acted as legal counsel to the Special Committee. Credit Suisse acted as financial advisor to the Special Committee.

Dechert LLP acted as legal counsel for OEP and Cleary Gottlieb Steen & Hamilton LLP acted as legal counsel for Michael J. Barrist. Morgan Stanley & Co. Incorporated and JPMorgan Chase & Co. acted as financial advisors to OEP.
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