Teleperformance SE (ENXTPA:TEP) proposed voluntary offer to acquire Majorel Group Luxembourg S.A. (ENXTAM:MAJ) from Bertelsmann Luxembourg S.ar.l.,Saham Customer Relationship Investments Limited and Saham Outsourcing Luxembourg S.ar.l. and others for ?3 billion on April 26, 2023. The consideration will consist of up to ?2.0 billion to be paid in cash (two-third (2/3) of the entire consideration), for ?30 per share (excluding a dividend payment for 2022 to all Majorel shareholders at the AGM in June 2023 for a maximum of ?0.68/share) and ?1.0 billion in 4,608,295 Teleperformance shares (one-third (1/3) of the entire consideration) based on an exchange ratio of 0.1382 share for each Majorel share. Teleperformance has received financing commitments on a 'certain funds' basis from its banks in an amount of ?2.05 billion in order to fully finance the cash payment and transaction costs.

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"), each holding 39.49% of the shares Majorel, 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. Teleperformance may, following settlement of the offer, initiate squeeze-out proceedings or other measures to obtain all shares of Majorel. The management board and the supervisory board of target 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. As of August 11, 2023, the Boards unanimously support the offer and recommend to the shareholders to accept the offer and the Dutch Authority for the Financial Markets approved the offer memorandum. The offeror already obtained clearance in Brazil and is working on obtaining Clearances from the Antitrust Authorities of the other jurisdictions where clearances are required. The offer will not be subject to a minimum acceptance threshold. The commencement of the offer is subject to the satisfaction or waiver of pre-offer conditions, including approval of the AMF and clearances from the relevant regulatory authorities. Upon acquisition of 95% stake, the offeror will have a right to initiate a squeeze out to acquire remaining shares. The transaction is expected to close between Q4-2023 and Q1-2024. The offer period will start on August 14, 2023 and will expire on October 20, 2023. The transaction will result in a proforma 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 ?100-150 million, through higher efficiencies, increased scale, enhanced potential for new product development, and sharing of best practice. As on October 2, 2023, Teleperformance due to the definitive acquisition of performance shares on September 29, 2023, issued to PSP beneficiaries a total number of 4,000 new shares with a par value of ?2.5 each. (these shares were issued without consideration to eligible persons under the PSP). As on October 20, 2023, Teleperformance 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 and the Post-Acceptance Period will start as from October 23, 2023 for a 2-week 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 October 23, 2023, and end on November 3, 2023. After the Post-Acceptance Period, the Second Settlement is expected to occur on November 8, 2023.

BNP Paribas, Crédit Agricole Corporate and Investment Bank and Société Générale are acting as financial adviser to Teleperformance and are financing the transaction. Thomas Levert, Hugues Mathez, Franck de Vita and Valentin Morichon of White&Case; Philippe Ginestié, Pierre Mudet and Fabienne Kerebel of Ginestié Magellan Paley-Vincent, Rhea Christophilopoulos of Linklaters and Teri O'Brien, Pierre-Louis, Adrien Giraud, and David Little from Latham & Watkins are acting as legal advisers to Teleperformance. Gaby Smeenk, Fleur Ter Hoeven, Arne Grimme, Jari Boekhorst and Colette Bouwes Bavinck of De Brauw Blackstone Westbroek N.V. and Elvinger Hoss Prussen SA acted as legal advisers to Teleperformance. Carsten Berrar, Lars Rueve and Olivier de Vilmorin of Sullivan & Cromwell acted as legal advisor for Majorel Group Luxembourg S.A., Bertelsmann Luxembourg S.à r.l., Saham Outsourcing Luxembourg S.à r.l. and Saham Customer Relationship Investments S.À R.L. Limited. Catherine ZENONI-HIMBER, Michael NEBOT, Damien ANZEL and Fabien PARPEX of Société Générale Société anonyme acted as financial advisor for Teleperformance SE. Lionel Benant, and Nevenna Todorova of Ernst & Young advised Teleperformance on tax aspect. Joh. Berenberg, Gossler & Co. KG acted as financial advisor and fairness opinion provider of the Boards of Majorel Group.

Teleperformance SE (ENXTPA:TEP) completed the acquisition of Majorel Group Luxembourg S.A. (ENXTAM:MAJ) from Bertelsmann Luxembourg S.ar.l., Saham Customer Relationship Investments Limited and Saham Outsourcing Luxembourg S.ar.l. and others on November 3, 2023. Post-Acceptance Period, Teleperformance will hold 99,905,004 Shares in total, representing approximately 99.91% of Majorel's outstanding share capital. As a result, Teleperformance is willing to implement squeeze-out proceedings. Majorel is expected to delist on December 11, 2023.