Brief: Majorel, Sitel Group Agree On Key Terms For Potential Merger
20/06/2022 07:29
June 20 (Reuters) - MAJOREL GROUP LUXEMBOURG SA MAJ.AS :
* MAJOREL GROUP LUXEMBOURG S.A. : MAJOREL AND SITEL GROUP®
AGREE
ON KEY TERMS FOR A POTENTIAL MERGER
* MAJOREL SHAREHOLDERS TO OWN 43.9% OF ENLARGED GROUP AND TO
RECEIVE A EUR 440M CASH DISTRIBUTION, EXPECTED TO BE APPROVED
BEFORE MERGER
* MAJOREL SHAREHOLDERS TO OWN 43.9% OF THE ENLARGED GROUP
AND TO
RECEIVE A €440M CASH DISTRIBUTION, EXPECTED TO BE APPROVED
BEFORE THE MERGER
* PARTIES WILL PURSUE CONFIRMATORY DUE DILIGENCE
EXPEDITIOUSLY TO
ENTER INTO BINDING MERGER AGREEMENT AS SOON AS POSSIBLE
* MAJOREL AND SITEL WOULD HAVE PLATFORM ACROSS AMERICAS,
EMEA AND
APAC, EMPLOYING OVER 240,000 TEAM MEMBERS ACROSS MORE THAN 300
LOCATIONS GLOBALLY
* ATTRACTIVE FINANCIAL TERMS OF THIS POTENTIAL TRANSACTION,
AND
CIRCA EUR 100M P.A. EXPECTED RUN-RATE NET SYNERGIES FROM
POTENTIAL MERGER
* PROPOSED COMBINATION WOULD CREATE A STRONG FORCE WITH
COMBINED
PRO-FORMA REVENUES OF EUR 5.4BN AND PRO-FORMA EBITDA OF OVER EUR
1.0BN POST IFRS-16 FOR 2021, ON A PRO FORMA BASIS
* AGREED UPON TERMS OF PROPOSED MERGER IMPLY THAT MAJOREL
LEGACY
SHAREHOLDERS WOULD REPRESENT 43.9% AND SITEL LEGACY SHAREHOLDERS
WOULD REPRESENT 56.1% OF COMBINED ENTITY
* THIS MAJOR MILESTONE IN BOTH COMPANIES' JOURNEYS WOULD
SIGNIFICANTLY ENHANCE THEIR VALUE PROPOSITION FOR EXISTING AND
NEW CLIENTS IN A MARKET WORTH OVER $300BN
* SUBJECT TO ABOVE, PROPOSED MERGER IS EXPECTED TO CLOSE IN
Q4/2022 OR Q1/2023
* PROPOSED COMBINATION WOULD CREATE CIRCA EUR 100M P.A.
EXPECTED
RUN-RATE NET SYNERGIES DERIVED FROM PROPOSED MERGER, AND
FULL-YEAR CONTRIBUTION FROM SYKES ACQUISITION
* UPON COMPLETION OF PROPOSED MERGER, COMBINED ENTITY WOULD
ANNOUNCE ITS NEW NAME AND BRAND IDENTITY
* PROPOSED MERGER WOULD HAVE ITS OPERATIONAL HEADQUARTERS
IN
LUXEMBOURG AND WOULD BE LISTED ON EURONEXT AMSTERDAM
* BASED ON 2021 CURRENT EV/EBITDA MULTIPLES AND ASSUMED
PRO-FORMA
EBITDA OF COMBINED ENTITY, MAJOREL SHAREHOLDERS COULD BENEFIT
FROM A POTENTIAL VALUE APPRECIATION OF CIRCA 20%
* MANAGEMENT BOARD WILL CONSIST OF LAURENT UBERTI, AS CEO,
AND
THOMAS MACKENBROCK, AS CHIEF INVESTMENT OFFICER AND CEO OF EMEA
* OUTLOOK FOR COMBINED ENTITY: ON A PRO-FORMA BASIS,
COMBINED
ENTITY EXPECTS A DOUBLE-DIGIT REVENUE GROWTH IN 2022 (EXCLUDING
COVID-19 BUSINESS IN 2021)
* AT CLOSING, PRO-FORMA NET LEVERAGEPOST CASH DISTRIBUTION
IS
EXPECTED TO BE BELOW 3.0X
* OUTLOOK FOR COMBINED ENTITY: A PRO-FORMA EBITDA MARGIN OF
C.16.0%-17.0% EXCLUDING SYNERGIES DERIVED FROM THIS POTENTIAL
TRANSACTION
Source text for Eikon: ID:nEQ69KwJga
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