PARIS–(BUSINESS WIRE)–Regulatory News:
This is a press release issued by Teleperformance SE (“Teleperformance”) in connection with the right of Teleperformance to squeeze-out the holders of the Remaining Shares (as defined below) pursuant to Article 15 of the Luxembourg Takeover Law (as defined below) following the public offer (the “Offer”) by Teleperformance for all the issued and outstanding ordinary shares (ISIN LU2382956378) in the capital of Majorel Group Luxembourg S.A. (“Majorel”) (the “Shares”, and each holder of such Shares, a “Shareholder”). This press release does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities in Teleperformance or Majorel. This press release is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, any jurisdiction in which such release, publication or distribution would be unlawful. Terms not defined in this press release have the meaning set forth in the offer memorandum approved by the Dutch Authority for the Financial Markets (Autoriteit Financiële Markten, or “AFM”), which has been published on 11 August 2023 (the “Offer Memorandum”), and subject to the restrictions set forth therein.
Following the successful completion of the Offer, Teleperformance (Paris:TEP) holds 99,905,004 Shares, representing approximately 99.91% of the capital carrying voting rights and voting rights in Majorel. Teleperformance hereby announces that it is exercising its right of squeeze-out pursuant to Article 15 (2) of the Luxembourg law of 19 May 2006 on takeover bids (the “Luxembourg Takeover Law”) to acquire the remaining 94,996 Shares that have not been tendered under the Offer (the “Remaining Shares”).
Terms of the squeeze-out
Price per Remaining Share
The Remaining Shares will be acquired at the Cash Consideration offered by Teleperformance under the Offer (i.e., EUR 30.00 per Remaining Share). The CSSF has raised no objection that the Cash Consideration offered by Teleperformance under the Offer (i.e., EUR 30.00 per Remaining Share) constitutes a fair price for the squeeze-out proceedings in accordance with Article 15 (5) of the Luxembourg Takeover Law.
Suspension of trading
Teleperformance has requested Euronext to suspend trading of the Shares as of 24 November 2023 which is prior to the implementation of the squeeze-out. Therefore, the last trading date will be 23 November 2023.
Transfer of the Remaining Shares to Teleperformance and payment of Cash Consideration
Teleperformance will acquire the Remaining Shares by operation of law. The record date for the squeeze-out on the Remaining Shares will be 27 November 2023 with a settlement and payment on 28 November 2023. Ownership of the Remaining Shares will be transferred to Teleperformance on 28 November 2023 against payment by Teleperformance of the Cash Consideration, namely EUR 30.00 per Remaining Share and EUR 2,849,880.00 in aggregate for all the Remaining Shares.
For the purpose of the transfer of the ownership of the Remaining Shares to Teleperformance, ABN AMRO Bank N.V., Corporate Broking and Issuer Services HQ7212 (email@example.com), Gustav Mahlerlaan 10, 1082 PP, Amsterdam, The Netherlands (the “Receiving Agent”) will on 28 November 2023 transfer all the Remaining Shares to Teleperformance.
On the same day and prior to such transfer, Teleperformance will pay EUR 30.00 per Remaining Share by wire transfer to the bank account of the Receiving Agent for onward credit to the holders of the Remaining Shares through their Admitted Institution in proportion to the number of Remaining Shares held by each of them. Teleperformance can however not guarantee that holders of the Remaining Shares will actually receive payment on 28 November 2023 from their Admitted Institution.
Actions to be taken
Holders of Remaining Shares do not need to take any action.
Any further announcement in connection with the squeeze-out proceedings 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/).
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/).
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 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.
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 has been 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 was 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 Offer has been 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 have been 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 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.
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 nearly 500,000 inspired and passionate people speaking more than 300 languages today, 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.
Visit the Group at www.teleperformance.com.
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