Regulatory News:
Teleperformance (Paris:TEP), a global leader in digital business
services, today announced its proposed voluntary cash and share
offer for all shares in Majorel (the "Shares").
Teleperformance offers €30 per share1 for a total consideration of
€3bn. The Majorel shareholders can also elect to receive
Teleperformance shares at an exchange ratio of 0,1382
Teleperformance share for each Majorel share, up to a maximum of
€1bn in Teleperformance shares.
Majority shareholders in Majorel, (i) Bertelsmann Luxembourg
S.ar.l. ("Bertelsmann") and (ii) Saham Customer Relationship
Investments Limited and Saham Outsourcing Luxembourg S.ar.l.
(together, "Saham") have each irrevocably committed to tender their
shares in Majorel and will each elect to receive Teleperformance
shares instead of cash within the above limit, with the total
number of Teleperformance shares depending on the election of other
shareholders.
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.
This transaction is in line with Teleperformance’s ‘Cube’
strategy – building adjacent lines of businesses, creating deeper
industry domain expertise, and scaling up complementary
geographies.
The Teleperformance-Majorel combination creates an approximately
US$12bn2 revenue digital business services leader with a strong
presence in all major economies of world. The strategic highlights
of the combination include:
- Complementary capabilities in a number of geographies –
Teleperformance’s strength in servicing the Americas is
complemented by Majorel’s strength in Europe;
- Scaled up leading presence in Asia-Pacific and Africa;
- Deepening of expertise across verticals with a highly
diversified client portfolio, including Technology, Banking &
Financial Services, Insurance, Travel, Energy & Utilities,
Retail & FMCG, Government Services and Automotive
verticals;
- Further scale and capabilities in Trust & Safety;
- Creating a significant management depth;
- Broad portfolio of digital transformation services;
- A proforma 2022 EPS accretion in the first year before
synergies and double-digit EPS accretion including run-rate cost
synergies;
- In addition, material synergies expected in the range of
€100-150m, through higher efficiencies, increased scale, enhanced
potential for new product development, and sharing of best
practices;
- Maintaining financial flexibility with a leverage of c.1.8x
proforma 2023 EBITDA and Teleperformance expects its BBB rating to
remain unchanged, allowing Teleperformance to remain proactive on
future acquisition opportunities; and
- Achieving Teleperformance’s 2025 objective of €10bn in
revenues 2 years in advance.
Commenting on the transaction, Daniel Julien, Chairman and
CEO of Teleperformance, said: “Majorel and Teleperformance’s
consolidation constitutes a strong promise for all stakeholders
invested in the global digital business services market:
- For all existing and potential
clients: At the closing of the deal, thanks to the
complementary capabilities of our two groups, clients will benefit
from a unified leading, high-quality force operating in all the key
markets around the world: the Americas, Europe, India,
Asia-Pacific, Middle East and Africa.
- For all managers and employees of the
two groups: We are a “high touch, high tech business”. We
leverage technology to augment our people resources. Both companies
are driven by shared common values, the signature of the “UN Global
Compact”, and our commitment to be certified as “best places to
work”, and we will offer significant career development
opportunities all around the world.
- For all existing and potential
investors: This is an immediate win-win deal for the
shareholders of both groups, and the common commitment of the
leadership of both groups is to supercharge our creation of
value.”
Thomas Mackenbrock, CEO of Majorel, said: “Becoming part
of the TP family is the next natural step in our journey. These are
exciting prospects for our clients and team members to join forces
with the Teleperformance team that has paved the way in global
digital services in the last four decades. We share the same core
values and believe that this new combination will provide many
opportunities for all stakeholders.”
Moulay Mhamed Elalamy, CEO of Saham and Chairman of the
Supervisory Board of Majorel, said: “Saham has been invested in
the CX industry for over 25 years and has enjoyed an exceptional
partnership with Bertelsmann. Throughout this time, Majorel has
experienced extraordinary growth, and we are delighted that, for
the next phase of our journey, Majorel will unite with
Teleperformance, which shares our core values and vision. With
strong confidence, we entrust our valued clients and dedicated
employees to the combined entity. Saham is looking forward to being
part of the continued journey and growth story that lies
ahead.”
Thomas Rabe, Chairman and CEO of Bertelsmann, said:
“Majorel has been a fantastic entrepreneurial success story from
the very beginning. In the four years since it was founded,
Majorel's revenues alone have nearly doubled. Bertelsmann is proud
to have shaped Majorel with our partner Saham and to now take this
strategic step to sell its shares in Majorel to Teleperformance, a
great new home for our employees and customers.”
The key transaction details are as follows:
- Teleperformance intends to launch, in the Netherlands, a
voluntary public offer to acquire all issued and outstanding shares
of Majorel,
- Each Majorel shareholder will have the option to receive a
full payment in cash for €30 per share (ex dividend 2022) or
alternatively elect to receive Teleperformance shares based on an
exchange ratio of 0,1382 Teleperformance 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 4.6m Teleperformance
shares). If the number of Majorel shares tendered for exchange into
Teleperformance 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 (at €30 per share),
- Bertelsmann and Saham, each holding 39.49% of the shares and
voting rights of Majorel, have irrevocably committed to tender all
their shares to the offer and committed to elect to receive
Teleperformance shares as consideration and could receive between
3.7m and 4.6m Teleperformance shares (between c.5.7% and c.7.2% of
Teleperformance post transaction), depending on elections by other
Majorel shareholders, with the balance of the consideration paid in
cash..
- Each of Bertelsmann and Saham committed to a staggered lock-up
period for the Teleperformance shares it will receive over a period
of 12 months (one-third of the shares to be released from lock-up
every 3 month as from 6 months after closing)
- Bertelsmann and Saham are supporting a dividend payment for
2022 to all Majorel shareholders at the AGM in June 2023 up to an
amount of €0.68/share, the mid-point of the guidance range of
30-50% of 2022 Group Profit.
- Teleperformance has received financing commitments on a
'certain funds' basis from its banks in an amount of EUR
2,050,000,000 in order to fully finance the cash payment and
transaction costs. The share component of the consideration will be
funded through the issuance of a maximum of 4,608,295 shares in
Teleperformance under Teleperformance's existing share issue
authorization.
The commencement of the Offer is subject to the satisfaction or
waiver of pre-offer conditions, being:
- the AFM (Dutch Authority for the Financial Markets) having
approved the offer memorandum;
- no notification having been received from the AFM stating that
pursuant to section 5:80 of the Dutch Financial Services Act
(DFSA), investment firms would not be allowed to cooperate with the
settlement of the offer; and
- no order, stay, judgment or decree having been issued
prohibiting the making of the offer.
The consummation of the any offer will be subject to the
satisfaction or waiver of offer conditions, being:
- clearances from the relevant regulatory authorities;
- the AMF (French Authority for the Financial Markets) having
approved the prospectus for the issue of the shares elected by the
shareholders of Majorel as part of the offer consideration, if such
prospectus is required under applicable law;
- no notification having been received from the AFM stating that
pursuant to section 5:80 of the DFSA, investment firms would not be
allowed to cooperate with the settlement of the offer;
- no order, stay, judgment or decree having been issued
prohibiting the making of the offer.
The offer will not be subject to a minimum acceptance
threshold.
The full details of the offer, when made, will be included in an
offer memorandum that will be made available to all Majorel
shareholders. Teleperformance anticipates that the offer will be
presented to Majorel shareholders within 3 to 4 months from the
date hereof.
Teleperformance intends to acquire all shares of Majorel with a
view to proceed to delisting of Majorel. In such context,
Teleperformance may, following settlement of the offer, initiate
squeeze-out proceedings or other measures to obtain all shares of
Majorel or all its assets and operations.
BNP Paribas, Crédit Agricole Corporate and Investment Bank and
Société Générale are acting as financial adviser to
Teleperformance, and are financing the transaction. White&Case,
Ginestié Magellan Paley-Vincent, Linklaters and Latham &
Watkins are acting as legal advisers to Teleperformance.
Analyst and Investor Information Meeting
Wednesday, April 26, 2023 at 2:00 p.m. CET
The announcement of the acquisition will be presented at virtual
meeting on Wednesday, April 26, 2023 at 2:00 p.m CET. The
presentation will be available live or for delayed viewing at:
https://channel.royalcast.com/landingpage/teleperformance/20230426_1/
All the documentation related to the announcement is available
on http://www.teleperformance.com at:
https://www.teleperformance.com/en-us/investors/publications-and-events/other-events/
Disclaimer
Certain information included in this press release are not
historical facts but are forward-looking statements. These
forward-looking statements are based on current beliefs,
expectations and assumptions, including, without limitation,
assumptions as to the potential combination of Teleperformance with
Majorel, and involve known and unknown risks, uncertainties and
other factors, which may cause actual results, performance or
achievements, or industry results or other events, to be materially
different from those expressed or implied by these forward-looking
statements. Forward-looking statements speak only as of the date of
this press release and Teleperformance expressly disclaims any
obligation or undertaking to release any update or revisions to any
forward-looking statements included in this press release to
reflect any change in expectations or any change in events,
conditions or circumstances on which these forward-looking
statements are based. Such forward-looking statements are for
illustrative purposes only. Forward-looking information and
statements are not guarantees of future performance and are subject
to various risks and uncertainties, many of which are difficult to
predict and generally beyond the control of Teleperformance. The
forward-looking statements included in this press release do not
include any assumption for a further significant deterioration in
market conditions or the current geopolitical situation. These
risks and uncertainties include those discussed or identified under
section 2.1 of the Universal Registration Document of
Teleperformance, filed with the French Autorité des Marchés
Financiers (AMF) on 27 February 2023 and available on the
Teleperformance’s website (www.teleperformance.com) and the AMF’s
website (www.amf-france.org).
This press release is issued pursuant to the provisions of
section 17 paragraph 1 of the European Market Abuse Regulation, as
well as Section 4, paragraphs 1 and 3, section 5 paragraph 2 and
section 7 paragraph 4 of the Dutch Decree on Public Takeover Bids
(Besluit openbare biedingen Wft) in connection with the intended
public offer by Teleperformance for all the issued and outstanding
ordinary shares in the capital of Majorel.
This press release is for information purposes only and does
not, and shall not, constitute an offer to sell or a solicitation
of an offer to buy or subscribe any securities of Teleperformance
or Majorel nor a solicitation to offer to purchase or to subscribe
securities of Teleperformance or Majorel in any jurisdiction,
including in France and the Netherlands. Any offer will be made
only by means of an offer memorandum.
The distribution of this press release may, in some countries,
be restricted by law or regulation. Accordingly, persons who come
into possession of this document should inform themselves of and
observe these restrictions. To the fullest extent permitted by
applicable law, Teleperformance disclaims any responsibility or
liability for the violation of any such restrictions by any person.
Any failure to comply with these restrictions may constitute a
violation of the securities laws of that jurisdiction. Neither
Teleperformance nor any of its advisors assumes any responsibility
for any violation of any of these restrictions. Any Majorel
shareholder who is in any doubt as to his or her position should
consult an appropriate professional advisor without delay.
This press release contains inside information within the
meaning of Article 7(1) of the EU Market Abuse Regulation.
About Teleperformance Group
Teleperformance (TEP – ISIN: FR0000051807 – Reuters: TEPRF.PA
- Bloomberg: TEP FP), a global leader in digital business
services, serves as a strategic partner to the world’s largest
companies in many industries. It offers a One Office support
services model including end-to-end digital solutions, which
guarantee successful customer interaction and optimized business
processes, anchored in a unique, comprehensive high touch, high
tech approach. More than 410,000 employees, based in 91 countries,
support billions of connections every year in over 300 languages
and 170 markets, in a shared commitment to excellence as part of
the “Simpler, Faster, Safer” process. This mission is supported by
the use of reliable, flexible, intelligent technological solutions
and compliance with the industry’s highest security and quality
standards, based on Corporate Social Responsibility excellence. In
2022, Teleperformance reported consolidated revenue of €8,154
million (US$8.6 billion, based on €1 = $1.05) and net profit of
€645 million.
Teleperformance shares are traded on the Euronext Paris market,
Compartment A, and are eligible for the deferred settlement
service. They are included in the following indices: CAC 40, STOXX
600, S&P Europe 350, MSCI Global Standard and Euronext Tech
Leaders. In the area of corporate social responsibility,
Teleperformance shares are included in the CAC 40 ESG since
September 2022, the Euronext Vigeo Euro 120 index since 2015, the
EURO STOXX 50 ESG index since 2020, the MSCI Europe ESG Leaders
index since 2019, the FTSE4Good index since 2018 and the S&P
Global 1200 ESG index since 2017.
For more information: www.teleperformance.com Follow us on
Twitter: @teleperformance
1 Ex-dividend for 2022. Bertelsmann and Saham are supporting a
dividend payment for 2022 to all Majorel shareholders at the AGM in
June 2023 for a maximum of €0.68/share, the mid-point of the
guidance range of 30-50% of 2022 Group Profit.
2 Based on a combined brokers’ consensus of €10.9bn for 2023, at
an exchange rate of 1.10.
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version on businesswire.com: https://www.businesswire.com/news/home/20230426005475/en/
FINANCIAL ANALYSTS AND INVESTORS Investor relations and
financial communication department TELEPERFORMANCE Tel: +33 1 53 83
59 15 investor@teleperformance.com
PRESS RELATIONS Europe Karine Allouis – Laurent
Poinsot IMAGE7 Tel: +33 1 53 70 74 70 teleperformance@image7.fr
PRESS RELATIONS Americas and Asia-Pacific Nicole
Miller TELEPERFORMANCE Tel: + 1 629-899-0675
nicole.miller@teleperformance.com
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