EQS-Adhoc: Majorel Group Luxembourg S.A. : Majorel publishes position statement on voluntary public cash and exchange offer for all shares in Majorel by Teleperformance SE, recommending to accept the offer

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Majorel publishes position statement on voluntary public cash and exchange offer for all shares in Majorel by Teleperformance SE, recommending to accept the offer

Luxembourg, 11 August 2023 – Today, Majorel Group Luxembourg S.A. (“Majorel”) (Euronext Amsterdam: MAJ) (ISIN LU2382956378) has published the position statement setting out the joint position of its management board and its supervisory board (together the "Boards") regarding the voluntary public cash and exchange offer (“Offer”) for all issued and outstanding shares in Majorel launched by Teleperformance SE (“TP”) today.

The Boards have conducted a thorough evaluation of the Offer since the initial announcement by TP on 26 April 2023 on the intended Offer. The Boards have engaged in a comprehensive process and have carefully considered the best strategic option for Majorel. During this process, which is described in the position statement, the Boards also obtained a fairness opinion from Joh. Berenberg, Gossler & Co. KG as its financial advisor in connection with the fairness opinion.

The Boards have reviewed the offer memorandum published by TP, the terms of the Offer as well as the fairness opinion, taking into account the interests of all its stakeholders, and concluded today, that the Offer is in the best interest of the Majorel group and promotes the sustainable success of its business. The Boards concluded today to support the Offer and to recommend to the shareholders to accept the Offer and to tender their shares pursuant to the Offer.

The members of the management board intend to accept the Offer. The members of the supervisory board do not directly hold any Majorel shares. Majorel’s major shareholders Bertelsmann Luxembourg S.à r.l. (“Bertelsmann”), Saham Customer Relationship Investments Limited and Saham Outsourcing Luxembourg S.à r.l. (together, “Saham”) already undertook in April vis-à-vis TP to tender their respective 39.5% shareholdings in Majorel, which they control. The chairman of the supervisory board who is affiliated with Saham abstained from voting on relevant decisions regarding the Offer and the position statement.

The position statement is available on Majorel’s website at the following link: https://www.majorel.com/voluntary-public-takeover-offer/

ABOUT MAJOREL

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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,” “concludes,” “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 board and the supervisory board 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.

1702295  11-Aug-2023 CET/CEST