Regulatory News:
This is a press release issued by Teleperformance SE
("Teleperformance") (Paris:TEP) pursuant to the provisions
of Section 7, paragraph 1 sub a of the Dutch Decree on Public
Takeover Bids (Besluit openbare biedingen Wft, the "Decree")
in connection with the intended public offer by Teleperformance for
all the issued and outstanding ordinary shares in the capital of
Majorel Group Luxembourg S.A. ("Majorel"). This announcement
does not constitute an offer, or any solicitation of any offer, to
buy or subscribe for any securities in Teleperformance or Majorel.
Any offer will be made only by means of an offer memorandum (the
"Offer Memorandum") approved by the Dutch Authority for the
Financial Markets (Autoriteit Financiële Markten, the
"AFM"). This announcement is not for release, publication or
distribution, in whole or in part, in or into, directly or
indirectly, the United States, Canada and Japan or in any other
jurisdiction in which such release, publication or distribution
would be unlawful.
Reference is made to the announcement issued by Teleperformance
on 26 April 2023 in respect of the intended voluntary public cash
and share offer for all issued and outstanding shares in the
capital of Majorel (the "Offer"), which has been welcomed by
Majorel's management board and supervisory board.
Pursuant to the provisions of Section 7, paragraph 1 sub a of
the Decree, which requires a public announcement with a status
update on an intended public offer within four weeks after the
offer is announced, Teleperformance hereby provides this update on
the Offer.
Teleperformance confirms that it is making good progress on the
preparations for the Offer. A request for review and approval of
the Offer Memorandum will be filed with the AFM no later than the
second half of June 2023.
In addition, Teleperformance indicates that the assessment of
the anti-trust filings to be made in connection with the
contemplated transaction, as well the preparations of such filings,
are still ongoing. Teleperformance currently expects that the
regulatory clearances could be obtained in Q4 2023, but may be
obtained in Q1 2024, in which case the timetable of the Offer would
be adjusted accordingly. Further updates in this respect will be
made when appropriate.
Bertelsmann Luxembourg S.à r.l. ("Bertelsmann"), Saham
Customer Relationship Investments Limited and Saham Outsourcing
Luxembourg S.à r.l. (together "Saham"), together
representing 78.98% of the issued and outstanding share capital of
Majorel, have agreed to irrevocable undertakings with
Teleperformance to tender all their Majorel shares to the Offer and
to elect, for all such Majorel shares, to receive Teleperformance
shares. Bertelsmann and Saham also have agreed to a staggered
lock-up period for the Teleperformance shares that they will
receive. If the Offer is declared unconditional, the number of
Teleperformance shares that Bertelsmann and Saham will receive in
exchange for their Majorel shares is subject to the Offer
consideration elected by other holders of Majorel shares pursuant
to the Offer (i.e., cash or Teleperformance shares). Bertelsmann
and Saham will be subject to, and tender their Majorel shares
under, the same terms and conditions as the other Majorel
shareholders. Bertelsmann and Saham did not receive any material
relevant information with respect to Teleperformance prior to the
announcement on 26 April 2023. All relevant information with
respect to the Offer and Teleperformance will be included in the
Offer Memorandum.
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 website (www.teleperformance.com) and the AMF
website (www.amf-france.org).
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 for any securities of
Teleperformance or Majorel nor a solicitation to offer to purchase
or to subscribe for securities of Teleperformance or Majorel in any
jurisdiction, including in France and the Netherlands. Any offer
will be made only by means of the 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.
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 = US$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
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version on businesswire.com: https://www.businesswire.com/news/home/20230523005993/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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