News | Gütersloh, 09/23/2021
Successful Private Placement of Majorel
Great interest from investors
Price of €33 per share
Placement volume of €0.8 billion (incl. Over-Allotment Option)
Bertelsmann remains strategic shareholder of Majorel
The information contained in this release is not for publication or distribution in the United States of America,Australia, Canada, Japan or any other country in which its publication would be unlawful.
Gütersloh, September 23, 2021 - The global customer experience company Majorel will be offering and selling 23 million existing shares in a private placement to institutional investors. This includes 3 million shares from the Over-Allotment Option. The price is €33 per share. Majorel is a venture of Bertelsmann and the Saham Group.
Thomas Rabe, Chairman & CEO of Bertelsmann, said: "I am very pleased with Majorel's successful private placement. The strong investor interest and the company's initial valuation of €3.3 billion are evidence of Majorel's compelling growth story under Thomas Mackenbrock's leadership."
Following the placement, Bertelsmann will hold 38.1 percent of the shares in Majorel (39.6 percent without Over-Allotment Option) and will thus remain an important strategic shareholder alongside the Saham Group. The company will continue to be consolidated at Bertelsmann. The private placement, including the over-allotment option, will provide Bertelsmann with funds in the amount of €380 million.
In early September, Majorel had announced its intention to open up access to the capital market through a private placement and listing on Euronext Amsterdam. Majorel operates in 31 countries across five continents and employs more than 63,000 team members. Majorel provides services to more than 400 clients worldwide, including several global tech companies.
Bertelsmann is a media, services and education company that operates in about 50 countries around the world. It includes the broadcaster RTL Group, the trade book publisher Penguin Random House, the magazine publisher Gruner + Jahr, the music company BMG, the service provider Arvato, the Bertelsmann Printing Group, the Bertelsmann Education Group and Bertelsmann Investments, an international network of funds. The company has around 130,000 employees and generated revenues of €17.3 billion in the 2020 financial year. Bertelsmann stands for creativity and entrepreneurship. This combination promotes first-class media content and innovative service solutions that inspire customers around the world. Bertelsmann aspires to achieve climate neutrality by 2030. In 2021, Bertelsmann commemorates the 100th birthday of Reinhard Mohn, the Group's late post-war founder and longtime Chairman and CEO.
Majorel designs and implements next-generation end-to-end customer experience ("CX") solutions for many of the world's most respected digital native and vertical leadingbrands. A global footprint spanning 31 countries across five continents from east to west, more than 63,000 team members, and 60 languages ensure Majorel has the cultural diversity essential for flexible solutions and true CX excellence. The company has deep expertise in technology-enabled front-to-back office customer services. Majorel also offers digital consumer engagement, CX consulting, and a range of proprietary innovative digital solutions for various industries. Majorel ranks among the global leaders in Content Services and Trust & Safety, and sees its culture of entrepreneurship as a key to its success.
These materials may not be published, distributed or transmitted in the United States, Canada, Australia or Japan. These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities (the "Securities") of Majorel Group Luxembourg S.A. ("Majorel") in the United States, Australia, Canada, Japan or any other jurisdiction in which such offer or solicitation is unlawful. The Securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). There will be no public offering of the securities in the United States. The Securities have not been, and will not be, registered under the Securities Act. The securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan subject to certain exceptions.
This publication constitutes neither an offer to sell nor a solicitation to buy securities. No public offer will be made. An investment decision regarding securities of Majorel should only be made on the basis of the securities prospectus which will be published promptly upon approval by the Luxembourg Commission de Surveillance du Secteur Financier (CSSF) and will be available free of charge on the website of Majorel.
In member states of the European Economic Area and the United Kingdom, any offering mentioned in this publication will only be addressed to and directed at persons who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129, in the case of the United Kingdom, as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018. In addition, in the United Kingdom, this document is only being distributed to and is only directed at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.), or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "Relevant Persons"). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
Certain statements contained in this release may constitute "forward-looking statements" that involve a number of risks and uncertainties. Forward-looking statements are generally identifiable by the use of the words "may", "will", "should", "plan", "expect", "anticipate", "estimate", "believe", "intend", "project", "goal" or "target" or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements are based on assumptions, forecasts, estimates, projections, opinions or plans that are inherently subject to significant risks, as well as uncertainties and contingencies that are subject to change. No representation is made or will be made by Majorel that any forward-looking statement will be achieved or will prove to be correct. The actual future business, financial position, results of operations and prospects may differ materially from those projected or forecast in the forward-looking statements. Neither Majorel nor BNP Paribas, Citigroup Global Markets Limited, J.P. Morgan AG, BofA Securities Europe SA, Goldman Sachs Bank Europe SE and UBS AG, London Branch (together, the "Underwriters") nor any of their respective affiliates assume any obligation to update, and do not expect to publicly update, or publicly revise, any forward-looking statements or other information contained in this release, whether as a result of new information, future events or otherwise, except as otherwise required by law.
This announcement also contains certain financial measures that are not recognized under International Financial Reporting Standards ("IFRS"). These non-IFRS measures are presented because Majorel believes that they and similar measures are widely used in the markets in which it operates as a means of evaluating Majorel's operating performance and financing structure. They may not be comparable to other similarly titled measures of other companies and are not measurements under IFRS or other generally accepted accounting principles.
The Underwriters are acting exclusively for Majorel and the selling shareholders and no-one else in connection with the planned Private Placement. They will not regard any other person as their respective clients in relation to the planned Private Placement and will not be responsible to anyone other than Majorel and the selling shareholders for providing the protections afforded to its clients, nor for providing advice in relation to the offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the planned Private Placement, the Underwriters and their respective affiliates may take up a portion of the shares offered in the Private Placement as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securities of Majorel or related investments in connection with the planned Private Placement or otherwise. In addition, the Underwriters and their respective affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which the Underwriters and their respective affiliates may from time to time acquire, hold or dispose of shares of Majorel. The Underwriters do not intend to disclose the extent of any such investment or transactions, other than in accordance with any legal or regulatory obligations to do so.
None of the Underwriters or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this release (or whether any information has been omitted from the release) or any other information relating to Majorel, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this release or its contents or otherwise arising in connection therewith.
THIS DOCUMENT IS NOT A PROSPECTUS BUT AN ADVERTISEMENT AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED TO IN THIS ADVERTISEMENT EXCEPT ON THE BASIS OF THE INFORMATION CONTAINED IN THE PROSPECTUS.
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Bertelsmann SE & Co KGaA published this content on 23 September 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 September 2021 17:11:03 UTC.