Teleperformance Announces Proposed Acquisition of Majorel - Seite 3

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.