Sitel Group® Agrees on Key Terms to Proposed Merger with Majorel to Establish a New Global Industry Leader in CX
The Proposed Merger Would Accelerate Both Organizations’ Respective Growth Strategies, Bringing the Combined Entity to the Top Players of a $300 Billion Industry and Enhancing the Value Proposition for Existing and New Clients
Luxembourg – June 20, 2022 – Sitel Group®, one of the largest providers of customer experience (CX) products and solutions, announced today with Majorel Group Luxembourg S.A. (“Majorel”), a leading global provider of next-generation end-to-end CX solutions for digital-native and vertical-leading brands, that it has agreed on a non-binding term sheet which provides for a legal merger of Majorel with Sitel Group under Luxembourg law with Majorel Group Luxembourg S.A. ceasing to exist (the “Proposed Merger,” and the surviving company the “combined entity”). The term sheet provides for a 3-month exclusivity agreement between the parties. As a result of the proposed merger, the combined entity would be admitted to trading on Euronext Amsterdam. This proposed merger is supported by each organization’s respective major shareholders: Sitel Group with its majority shareholder, the Mulliez family; along with Majorel shareholders Bertelsmann Luxembourg S.à r.l. (“Bertelsmann”), Saham Customer Relationship Investment S.à r.l. Limited and Saham Outsourcing Luxembourg S.à r.l. (together “Saham”) which are all parties to the term sheet.
“With Majorel, we have found the perfect partner to accelerate our strategy delivery,” said Laurent Uberti, President, CEO & Co-Founder, Sitel Group. “We realized early on that we share the same DNA as Majorel and are excited to jointly write the next chapter in our growth while delivering best-in-class customer experience solutions around the globe.”
With this proposed merger, both organizations would be better positioned to meet existing and future ever-increasing client demands and foster market-leading organic growth on a sustainable basis. Further, this proposed merger would accelerate the organizations’ leadership strategies, delivering value creation for shareholders, employees and existing and new clients in a $300+ billion market with a with pro-forma revenues of circa $6.4 billion[i].
“We are very excited to announce our intention to merge with Sitel Group,” said Thomas Mackenbrock, CEO, Majorel. “The combination of our two successful organizations would be a quantum leap towards our strategy of becoming a global leader in CX. I am looking forward to closely working with Laurent Uberti and the entire Sitel Group team.”
Upon the completion of the proposed merger, the combined entity, headquartered in Luxembourg, would announce its new name and brand identity. The combined organization would be led by Uberti as CEO and Mackenbrock in the role of Chief Investment Officer and CEO – EMEA and be supported by Olivier Camino, Global COO & Co-Founder, Sitel Group serving on the executive team.
The proposed merger would form a combined entity of over 240,000 employees across 55 countries speaking more than 70 languages and supporting 1,000+[ii] customers across all major verticals.
As a result of the proposed transaction, Sitel Group and Majorel would be able to bring even greater value to the many brands and customers they support across their respective global footprints. Key opportunities for value creation include:
- New location solutions and talent scalability via an expanded geographic footprint
- Accelerated growth in content moderation and trust & safety services
- Deployment of vertical-specific CX and digital solutions
Majorel’s strong technology and expert services expertise, paired with the unrivaled support network of high-tech brands in the banking and financial services sector and beyond by Sitel Group, would reinforce the company’s vast array of proprietary technology solutions in helping deliver world-class customer experiences for clients.
There is also an aligned cultural fit and shared entrepreneurial mindset between Sitel Group and Majorel which has driven the respective organization’s growth in a highly fragmented market. The respective leadership teams share many other important qualities including skin in the game, adding to the aligned visions and significant sector experience. This proposed merger would create new shared opportunities with a unique service offering and domain expertise across an attractive client portfolio with a strong presence in the U.S. and Europe as well as in other geographies. Together, Sitel Group and Majorel would benefit from a truly global, well-established CX delivery platform across the Americas, EMEA and APAC. The combined entity would have a complementary geographical presence and reach in key markets, including the two organizations’ respective offshore platforms in Africa and APAC.
J.P. Morgan acts as exclusive financial advisor to Majorel. Sullivan & Cromwell, Arendt & Medernach and Stibbe act as legal advisor to Majorel.
Lazard acts as exclusive financial advisor to Sitel Group. Freshfields and Elvinger Hoss Prussen act as legal advisor to Sitel Group.
This release does not constitute an offer of securities for sale or a solicitation of an offer to purchase the securities described in such release in the United States. In particular, any securities referred to in this release have not been and will not be registered under the US Securities Act of 1933 (the Securities Act), or under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or delivered, directly or indirectly, in or into the United States except pursuant 6 to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offering of securities in the United States. This release contains “forward-looking statements.” Forward-looking statements can be identified by words like “may,” “will,” “likely,” “should,” “expect,” “anticipate,” “future,” “plan,” “believe,” “intend,” “goal,” “seek,” “estimate,” “project,” “continue,” and variations of such words and similar expressions.
These forward-looking statements are not guarantees of future performance and involve risks, assumptions, and uncertainties, including, but not limited to, risks related to: (i) the satisfaction of the conditions to closing the transaction in the anticipated timeframe or at all; (ii) the failure to obtain necessary regulatory and stockholder approvals; (iii) the ability to realize the anticipated benefits of the transaction; (iv) the ability to successfully integrate the businesses; (v) disruption from the transaction making it more difficult to maintain business and operational relationships; (vi) the negative effects of this announcement or the consummation of the proposed transaction on the market price of Majorel’s share price; (vii) significant transaction costs and unknown liabilities; and (viii) litigation or regulatory actions related to the proposed transaction. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by these forward-looking statements. Therefore, you should not rely on any of these forward-looking statements.
The forward-looking statements included in this press release are made only as of the date of this release, and except as otherwise required by U.S. federal securities law, neither Majorel nor Sitel Group assume any obligation nor do they intend to publicly update or revise any forward-looking statements to reflect subsequent events or circumstances.
This [press release] does not constitute an offer of or an invitation by or on behalf of, Majorel, Sitel Group, or any other person, to purchase any securities.
About Sitel Group®
As one of the largest global providers of customer experience (CX) products and solutions, Sitel Group® empowers brands to build stronger relationships with their customers by creating meaningful connections that boost brand value. Inspired by each brands’ unique vision and goals, we ask “what if?” applying our expertise to create innovative solutions that reduce customer effort.
With 165,000 people around the globe – working from home or from one of our CX hubs – we securely connect best-loved brands with their customers over 8 million times every day in 50+ languages. Whether digital or voice-based, our solutions deliver a competitive edge across all customer touchpoints. Our award-winning culture is built on 40+ years of industry-leading experience and commitment to improving the employee experience.
EXP+™ from Sitel Group is a flexible solution with complete cloud capability, designed to simplify the delivery of end-to-end CX services, while boosting efficiency, effectiveness and customer satisfaction. EXP+ creates a robust ecosystem by harnessing the power of five connected product families.
The primary partner shareholder of Sitel Group is Creadev, the entrepreneurial investment arm of the Mulliez family.
Majorel designs, builds and delivers next-generation end-to-end CX solutions for many of the world’s most respected digital-native and vertical leading brands. Its footprint spans over 41 countries across five continents, with more than 75,000 team members and 60 languages. The company has deep domain expertise in tech-augmented front to-back-office CX. Additionally, it offers Digital Consumer Engagement, CX Consulting and an innovative suite of proprietary Digital Solutions for industry verticals. It is also a global leader in Content Services, Trust & Safety.
[i] Based on illustrative aggregation of 2021 figures and pro-forma for the full-year contribution from Sykes Enterprises, Inc.; €5.4 billion at the exchange rate of USD to EUR as 1.18, the average 2021 rate
[ii] Subject to confirmatory Due Diligence