Luxembourg, April 26, 2023 – Majorel Group Luxembourg S.A. (ISIN LU2382956378) (Euronext Amsterdam: MAJ) announces that it has been informed that its major shareholders, Bertelsmann Luxembourg S.à r.l., Saham Customer Relationship Investments Limited and Saham Outsourcing Luxembourg S.à r.l. today entered into a tender offer agreement with Teleperformance SE.
Time 13.19 - The shares EUR 29,00 +8,05 vol. 1,4 mil.
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.