Teleperformance Announces Proposed Acquisition of Majorel

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;