Teleperformance declares Offer for Majorel unconditional 98.45% of Shares tendered under the Offer ? Opening of the Post-Acceptance Period
Regulatory News:
Teleperformance (Paris:TEP), a global leader in digital business services, is pleased to announce that, during the Offer Period, 98,448,171 Shares representing approximately 98.45% of Majorel's outstanding share capital have been tendered under the Offer and that all other Offer Conditions (including the obtention of the Clearances from the Antitrust Authorities) have been satisfied. As a result, Teleperformance declares the Offer unconditional (doet gestand) and the Post-Acceptance Period will start as from 23 October 2023 for a 2-week period.
The results of the Offer ahead of the Post-Acceptance Period show excellent achievement. This extremely high contribution rate to the Offer demonstrates the strong support of Majorel's shareholders for the Group's project and the recognized relevance of this acquisition.
The First Settlement of the Offer will take place on 27 October 2023 (the "First Settlement Date"), on which date the Cash Consideration of EUR 30.00 per Share will be paid to Shareholders who have validly tendered their Shares against the Cash Consideration during the Offer Period.
Shareholders who have not tendered their Shares during the Offer Period may tender their Shares during the Post-Acceptance Period, which will start on 23 October 2023, at 9:00 hours CET, and end on 3 November 2023, at 17:40 hours CET.
After the Post-Acceptance Period, the Second Settlement is expected to occur on 8 November 2023 (the "Second Settlement Date"). Shareholders who have elected to receive the Share Consideration during the Offer Period or the Post-Acceptance Period will receive on the Second Settlement Date Teleperformance shares at an exchange ratio of 30/217. Shareholders who validly tendered their Shares against the Cash Consideration during the Post-Acceptance Period will receive the Cash Consideration on the Second Settlement Date.
Tender results and Offer declared unconditional
During the Offer Period, which ended on 20 October 2023, at 17:40 hours CET (the "Closing Time"), 98,448,171 Shares were tendered under the Offer, representing approximately 98.45% of Majorel's outstanding share capital as of today, and an aggregate value of approximately EUR 2,953,445,130.
Teleperformance accepts all Shares that have been validly tendered (or defectively tendered, provided that such defect has been waived by Teleperformance) and not validly withdrawn in accordance with Section 5.3.5 (Withdrawal Rights) of the Offer Memorandum. Teleperformance has the right (but not the obligation) to accept any tender of Shares pursuant to the Offer, even if such tender has not been made in compliance with the terms and conditions of the Offer.
All Offer Conditions have been satisfied. Accordingly, Teleperformance declares the Offer unconditional.
First Settlement
The First Settlement will take place on 27 October 2023. Teleperformance will pay the Cash Consideration on the First Settlement Date to Shareholders who have (i) validly tendered (or defectively tendered provided that such defect has been waived by Teleperformance) their Shares against the Cash Consideration during the Offer Period, and (ii) not validly withdrawn and have transferred their Shares for acceptance pursuant to the Offer on or prior to the Closing Time. Teleperformance cannot guarantee that Shareholders holding Shares through an Admitted Institution will actually receive payment on the First Settlement Date from such Admitted Institution.
Further information on the First Settlement is included in Section 5.7 (First Settlement) of the Offer Memorandum.
Shareholders who have tendered their Shares during the Offer Period against the Share Consideration will receive the Share Consideration on the Second Settlement Date (see below under Second Settlement).
Post-Acceptance Period
Teleperformance hereby announces, in accordance with Section 17, Paragraph 1 of the Decree, that Shareholders who did not tender their Shares during the Offer Period will have the opportunity to tender their Shares, under the same terms and conditions applicable to the Offer as set out in the Offer Memorandum, during the Post-Acceptance Period of two (2) weeks, which will start on 23 October 2023, at 9:00 hours CET, and end on 3 November 2023, at 17:40 CET. Further information on the Post-Acceptance Period is included in Section 5.8 (Post-Acceptance Period) of the Offer Memorandum.
Teleperformance will publicly announce the results of the Post-Acceptance Period, and the total number and total percentage of Shares held by it in accordance with Article 17, Paragraph 4 of the Decree no later than on the third (3rd) Business Day following the last day of the Post-Acceptance Period.
During the Post-Acceptance Period and until the Second Settlement Date, Shareholders who tendered Shares accepted by Teleperformance have no right to withdraw such Shares from the Offer or change their election between the Cash Consideration and the Share Consideration.
Second Settlement
Teleperformance will pay the Cash Consideration on the Second Settlement Date to Shareholders who have (i) validly tendered their Shares against the Cash Consideration during the Post-Acceptance Period (or defectively tendered their Shares provided that such defect has been waived by Teleperformance), and (ii) not validly withdrawn and have transferred such Shares for acceptance pursuant to the Offer on or prior to the end of the Post-Acceptance Period.
Teleperformance will pay the Share Consideration on the Second Settlement to Shareholders who have (i) validly tendered their Shares against the Share Consideration during the Offer Period or the Post-Acceptance Period (or defectively tendered their Shares provided that such defect has been waived by Teleperformance), and (ii) not validly withdrawn and have transferred such Shares for acceptance pursuant to the Offer on or prior to the end of the Offer Period or Post-Acceptance Period. Teleperformance will determine the number of Teleperformance shares to be issued for the payment of the Share Consideration in respect of the Tendered Shares in accordance with Sections 5.2 (Offer Consideration) and 5.9 (Second Settlement) of the Offer Memorandum. A maximum of 4,608,295 Teleperformance shares is available for issue under the Share Consideration, (i.e., a maximum of 33,333,334 Shares can be exchanged for Teleperformance shares). As the Share Consideration is oversubscribed by Shareholders because Bertelsmann and Saham tendered their Shares against the Share Consideration, the Teleperformance shares will be allocated among the Shareholders that elected the Share Consideration on a pro rata basis according to the total number of Shares tendered by the Shareholders who have validly elected the Share Consideration. In respect of the remaining Tendered Shares that are not exchanged for Teleperformance shares, such Shareholders will receive the corresponding Cash Consideration on the Second Settlement Date.
Teleperformance cannot guarantee that Shareholders holding Shares through an Admitted Institution will actually receive payment on the Second Settlement Date from such Admitted Institution.
Post-settlement measures with respect to non-tendered Shares
Following the Second Settlement, Teleperformance may choose to implement certain Post-Settlement Restructurings (as described in more detail in Section 6.13 (Consequences of the Offer for non-tendering Shareholders) of the Offer Memorandum). Teleperformance reserves the right to use any legally permitted method to acquire all of the Shares or full ownership of the Majorel's business.
Since Teleperformance will hold at least 95% of the voting capital and voting rights in the Company after the Second Settlement, it may initiate squeeze-out proceedings under the Luxembourg Takeover Law after the Post-Acceptance Period. More information will be provided in a separate press release after the Post-Acceptance Period. Teleperformance does not intend to propose in the squeeze-out proceedings a consideration to be paid to, or received by, the Shareholders at financial terms higher than the Offer Consideration paid in the current Offer, it being specified that such terms could be lower than the Offer Consideration.
When deliberating and resolving on any squeeze-out proceedings or Post-Settlement Restructuring, due consideration will be given to the requirements of law, including, to the extent applicable, the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the Decree and the duties of the Company Boards to promote the corporate interest of Majorel, and the interests of all shareholders (including minority shareholders) and other relevant stakeholders, and relevant employee representative bodies' information and/or consultation requirements.
Delisting
Since Teleperformance will hold at least 95% of the voting capital and voting rights in the Company after the Second Settlement, it intends to thereafter request the delisting of the Shares from Euronext Amsterdam (including the Shares not tendered under the Offer) and the termination of the listing agreement between Majorel and Euronext Amsterdam in relation to the listing of the Shares. This may adversely affect the liquidity and market value of any Shares not tendered. Reference is made to Section 6.13 (Consequences of the Offer for non-tendering Shareholders) of the Offer Memorandum.
Further implications for declaring the Offer unconditional
Remaining Shareholders who do not wish to tender their Shares under the Offer in the Post-Acceptance Period should carefully review the Sections of the Offer Memorandum that explain the intentions of Teleperformance and/or certain actual or potential implications to which such non-tendering Shareholders will be subject, such as (but not limited to) Section 6.13 (Consequences of the Offer for non-tendering Shareholders) of the Offer Memorandum.
Announcements
Any announcement contemplated by the Offer Memorandum will be issued by means of a press release. Any press release issued by Teleperformance will be made available on the website of Teleperformance (https://www.teleperformance.com/en-us/investors/publications-and-events/acquisition-of-majorel/).
Offer Memorandum and further information
This announcement contains selected, condensed information regarding the Offer and does not replace the Offer Memorandum. The information in this announcement is not complete and additional information is contained in the Offer Memorandum.
Digital copies of the Offer Memorandum are available on the website of Teleperformance https://www.teleperformance.com/en-us/investors/publications-and-events/acquisition-of-majorel/) and digital copies of the Position Statement, which has been published on 11 August 2023, are available on the website of Majorel (https://www.majorel.com/whats-new/majorel-publishes-position-statement-on-voluntary-public-cash-and-exchange-offer-for-all-shares-in-majorel-by-teleperformance-se-recommending-to-accept-the-offer/). Copies of the Offer Memorandum are also available free of charge at the office of the Settlement Agent (ABN AMRO Bank N.V., Gustav Mahlerlaan 10, 1082 PP, Amsterdam, Netherlands).
On 11 August 2023, Teleperformance also published the first amendment to its Universal Registration Document filed with the French Autorité des Marchés Financiers (AMF) on 27 February 2023 and the exemption document pursuant to article 1 sub 4(f) and 5(e) of the EU Prospectus Regulation. These documents are published in relation to Teleperformance shares to be issued and admitted to trading on Euronext Paris as part of the Share Consideration. These documents are available on Teleperformance's website (https://www.teleperformance.com/en-us/investors/publications-and-events/financial-publications/). These documents have not been approved by the AFM prior to publication.
Third quarter 2023 revenue of Teleperformance
Given the above timetable of the Post-Acceptance Period, Teleperformance has decided to postpone the publication of its third-quarter 2023 revenue to 6 November 2023, in order to incorporate also the publication of the final results of the Post-Acceptance Period. The related press release will be available on Teleperformance's website (https://www.teleperformance.com/en-us/investors/publications-and-events/financial-publications/).
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, as amended by the Amendment to the Universal Registration Document, 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.
Notice to U.S. Shareholders
The Offer is being made by Teleperformance, a French company whose shares are listed on Euronext Paris, for the Shares in Majorel, a Luxembourg company whose shares are listed on Euronext Amsterdam, and is subject to Dutch, Luxembourg and French disclosure and procedural requirements, which differ from those of the United States. It is important that U.S. shareholders understand that the Offer and any related offer documents are subject to disclosure and takeover laws and regulations in the Netherlands, France and/or Luxembourg that may be different from those in the United States. The financial information included or referred to herein has been prepared in accordance with non-U.S. accounting standards and, accordingly, may not be comparable to the financial information of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the U.S. U.S. shareholders are referred to Section 3.2 (Information for U.S. shareholders) of the Offer Memorandum.
The Offer is being made in the United States in compliance with, and in reliance on, the exemption provided by Rule 14d-1(c), known as the "Tier I" exemption, under the U.S. Exchange Act of 1934, as amended (the "U.S. Exchange Act").
Securities may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or pursuant to an exemption from such registration. The Offeror Shares to be issued in connection with the settlement of the Offer are not, and will not be, registered under the U.S. Securities Act or under the securities laws of any jurisdiction of the United States and will be issued to Shareholders in the United States in reliance on the exemption from registration provided by Rule 802 under the Securities Act and in reliance on available exemptions from any state law registration requirements.
It may be difficult for U.S. shareholders to enforce their rights and claims arising out of the U.S. federal securities laws, since Teleperformance and Majorel are located in a country other than the United States, and some or all of their officers and directors may be residents of a country other than the United States. U.S. shareholders may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court's judgment.
Neither the U.S. Securities and Exchange Commission nor any U.S. state securities commission or other regulatory authority has approved or disapproved the Offer or the Offeror Shares to be issued in connection with the settlement of the Offer, passed upon the fairness or merits of the Offer or provided an opinion as to the accuracy or completeness of this Offer Memorandum or any other documents regarding the Offer. Any declaration to the contrary constitutes a criminal offence in the United States.
In accordance with standard Dutch practice and pursuant to Rule 14e-5(b) of the U.S. Exchange Act, Teleperformance or its nominees, or its brokers (acting as agents), or affiliates of Teleperformance's financial advisors, may from time to time make certain purchases of, or arrangements to purchase, Shares outside of the United States, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Information about such purchases, if any, will be announced by press release in accordance with Article 13 of the Decree and posted on the website of Teleperformance (https://www.teleperformance.com/en-us/investors/publications-and-events/acquisition-of-majorel/).
INVESTOR CALENDAR
Third-quarter 2023 revenue: 6 November 2023 (after closing of stock market)
ABOUT TELEPERFORMANCE GROUP
Teleperformance (TEP ? ISIN: FR0000051807 ? Reuters: TEPRF.PA - Bloomberg: TEP FP), is a global leader in digital business services, blending the best of advanced technology with human empathy to deliver enhanced customer care that is simpler, faster, and safer for the world's biggest brands and their customers. The Group's comprehensive, AI-powered service portfolio ranges from front-office customer care to back-office functions, including Trust and Safety services that help defend both online users and brand reputation. It also offers a range of specialized services such as collections, interpreting and localization, visa and consular services, and recruitment process outsourcing services. With more than 410,000 inspired and passionate people speaking more than 300 languages, the Group's global scale and local presence allows it to be a force of good in supporting communities, clients, and the environment. 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
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