EQS-Adhoc: Majorel Group Luxembourg S.A. : Major shareholders Bertelsmann and Saham signed tender offer agreement with Teleperformance regarding its intent to launch a voluntary public takeover offer for all sha

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Majorel Group Luxembourg S.A:
Major shareholders Bertelsmann and Saham signed tender offer agreement with Teleperformance regarding its intent to launch a voluntary public takeover offer for all shares in Majorel

Luxembourg, April 26, 2023 – Majorel Group Luxembourg S.A. (the “Company” or “Majorel”) (ISIN LU2382956378) (Euronext Amsterdam: MAJ), a global customer experience (CX) leader, announces that it has been informed that its major shareholders, Bertelsmann Luxembourg S.à r.l. (“Bertelsmann”), Saham Customer Relationship Investments Limited and Saham Outsourcing Luxembourg S.à r.l. (together, “Saham”) today entered into a tender offer agreement (the “Agreement”) with Teleperformance SE (“TP”). Pursuant to the Agreement, TP intends to launch a voluntary takeover offer (the “Offer”) to acquire all outstanding shares in Majorel (the “Majorel Shares”) against payment of a mix of cash and/or share consideration based on a valuation of €30 per Majorel Share (“Majorel Per Share Valuation”), resulting in an aggregate valuation of Majorel of €3.0 billion (based on fully diluted basis of 100,000,000 shares outstanding in Majorel).

The consideration will consist of up to €2.0 billion to be paid in cash (two-third (2/3) of the entire consideration) and €1.0 billion in 4,608,295 TP shares (one-third (1/3) of the entire consideration) based on an exchange ratio of 30/217 share for each Majorel Share (the “Exchange Ratio”). The Exchange Ratio values the TP shares at €217, which is equal to the one month’s volume weighted average price of the TP shares on Euronext Paris. The Majorel Per Share Valuation represents a premium of 43% to the closing price on Euronext Amsterdam on April 25, 2023 and a premium of 43% on the volume-weighted average share price over the last three months.

Majorel shareholders may elect to receive payment as consideration for each Majorel Share tendered either (i) an amount equal to the Majorel Per Share Valuation in cash (i.e., EUR 30.00), or (ii) TP shares based on an exchange ratio of 30/217 of a TP share for each Majorel Share tendered up to a maximum of 1/3 of the share capital of Majorel (leading to a maximum issuance of 4,6 million TP shares) with the exact cash/share ratio depending on the number of Majorel Shares tendered for the TP share consideration. If the number of Majorel Shares tendered for exchange into TP shares is in excess of the maximum, tender orders will be scaled down on a pro rata basis and shareholders will receive the balance in cash. For instance, if all Majorel shareholders decide to elect the TP shares, they will receive two-thirds (2/3) of the consideration in cash and one-third (1/3) in TP shares.

By way of irrevocable undertakings from Bertelsmann and Saham under the Agreement, they will receive between 1/3 and 42.2% of the total consideration for their stake in TP shares and the balance in cash and TP has secured in total approximately 79% of the Company’s share capital. Furthermore, Bertelsmann and Saham will support a dividend payment for financial year 2022 to all Majorel shareholders at the Annual General Meeting in June 2023 of €0.68/share, the mid-point of the guidance range of 30-50% of Group Profit for the financial year 2022.

The closing of the Offer will only be subject to clearances from the competent regulatory authorities and approval of an offer memorandum by the AFM (Autoriteit Financiële Markten) in the Netherlands.

The management board and the supervisory board of the Company welcome the Offer and, at this time, they consider it to be in the best interest of the Company, its shareholders, employees and other stakeholders.

 
ABOUT MAJOREL

We’re a global CX leader. Clients say that our agile culture makes us special, which means that doing business with us is easy. As experts in customer experience management, we’ve seen it all, so we’re able to ensure the reliability our clients need and the care their customers deserve. Our team members love nothing more than to just get things done, secure in the knowledge that we strive to be the best home for their talent. Our spirit is resourceful, resilient, and relentless, and this is what drives us to go further.

82,000+ team members; 70+ languages; 45 countries; end-to-end CXM; tech-human augmentation; global and local. Majorel: Driven to go further. www.majorel.com

CONTACT

Investor Relations
Michèle Negen
ir@majorel.com

Media Relations
Andrew Slater
media@majorel.com

 
DISCLAIMER

This announcement may not be published, distributed or transmitted, directly or indirectly, in the United States of America (including its territories and possessions), Canada, Japan or Australia or any other jurisdiction where such announcement could be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons who are in possession of this document or other information referred to herein should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not constitute an offer of, or a solicitation of an offer to purchase, securities of Majorel Group Luxembourg S.A. or of any of its subsidiaries in the United States of America, Germany or any other jurisdiction. Any offer will be made only by means of an offer memorandum approved by the AFM. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, an offer in any jurisdiction. The securities offered will not be and have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act.

In the United Kingdom, this announcement is only directed at persons who are “qualified investors” within the meaning of Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 who are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this information or any of its contents.

No action has been taken that would permit an offering or an acquisition of the securities or a distribution of this announcement in any jurisdiction where such action would be unlawful. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.

This release may contain forward looking statements, estimates, opinions and projections with respect to anticipated future performance of Majorel Group Luxembourg S.A. (“forward-looking statements”). These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “intends,” “may,” “will” or “should” or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. Forward-looking statements are based on the current views, expectations and assumptions of the management of Majorel Group Luxembourg S.A. and involve significant known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Forward-looking statements should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. Any forward-looking statements included herein only speak as at the date of this release. The Company does not undertake any obligation, and does not expect to publicly update, or publicly revise, any of the information, forward-looking statements or the conclusions contained herein or to reflect new events or circumstances or to correct any inaccuracies which may become apparent subsequent to the date hereof, whether as a result of new information, future events or otherwise. Neither the Company nor any other person accepts any liability whatsoever in respect of the achievement of such forward-looking statements and assumptions.

1616999  26-Apr-2023 CET/CEST