Concentrix to acquire Webhelp for €1.2B cash/note plus 14.86M shares; $5.29B bridge loan arranged

Concentrix Corp

Total consideration: €500M cash + €700M seller note (2% interest, 2-year) + 14.86M shares + up to 750K earnout shares.
Bridge loan of $5.29B from JPMorgan to fund cash portion and refinance debt.
Voting agreement with Concentrix shareholders owning 15.3% to support share issuance.
Investor rights agreement grants GBL two board seats initially; lock-up periods up to 18 months.
Transaction expected to close before end of 2023, subject to works council consultations, HSR, and shareholder approval.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Concentrix Corp entered into Put Option and Share Purchase and Contribution Agreement with OSYRIS S.à r.l., Marnix Lux SA stockholders valued at €500 million cash + €700 million note + 14,861,885 shares + up to 750,000 earnout shares (effective 2023-03-29).

Action: entry
Agreement: equity purchase
Counterparty: OSYRIS S.à r.l., Marnix Lux SA stockholders
Value: €500 million cash + €700 million note + 14,861,885 shares + up to 750,000 earnout shares
Effective: 2023-03-29

Exact text from the filing

On March 29, 2023, Concentrix and OSYRIS S.à r.l., a private limited liability company ( société à responsabilité limitée ) incorporated under the laws of the Grand Duchy of Luxembourg and a direct wholly owned subsidiary of the Company (“Purchaser”), entered into a binding put option letter agreement (the “Put Option”) with certain stockholders (the “Beneficiaries”) of Marnix Lux SA, a public limited liability company ( société anonyme ) incorporated under the laws of the Grand Duchy of Luxembourg (“Webhelp Parent”) and the parent company of the Webhelp business.

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Source: SEC EDGAR

accession 0001803599-23-000091

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