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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.  )
Filed by the Registrant ☒
Filed by a Party other than the Registrant
Check the appropriate box:
Preliminary Proxy Statement
 
 
Confidential, For Use of the Commission Only (As Permitted by Rule 14a-6(e)(2))
 
 
Definitive Proxy Statement
 
 
Definitive Additional Materials
 
 
Soliciting Material under §240.14a-12
 
 
Concentrix Corporation
(Name of Registrant as Specified in its Charter)
 
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
 
Payment of Filing Fee (Check all boxes that apply):
No fee required
 
 
Fee paid previously with preliminary materials.
 
 
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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CONCENTRIX CORPORATION
39899 Balentine Drive
Newark, California 94560
July 6, 2023
Dear Stockholders:
You are cordially invited to attend a special meeting of stockholders of Concentrix Corporation, a Delaware corporation (“Concentrix,” “we,” “us” or “our”). The special meeting, which will be held at 10:00 a.m., Eastern Time on Friday, August 4, 2023, will be completely virtual and conducted via live audio webcast to provide a safe and convenient experience for our stockholders. The matters to be acted upon are described in the Notice of Special Meeting of Stockholders and Proxy Statement. The formal Notice of Special Meeting and the Proxy Statement have been made a part of this invitation.
You will be able to attend the special meeting by visiting www.virtualshareholdermeeting.com/CNXC2023SM and entering the unique 16-digit control number that was included on your proxy card, or the instructions that accompanied your proxy materials. Stockholders will be able to listen, vote, and submit questions during the virtual meeting.
The purpose of the meeting is to consider and vote on proposals relating to the proposed combination with Marnix Lux SA, a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg (“Webhelp Parent”), the indirect parent company of Webhelp SAS (collectively referred to with Webhelp Parent and Webhelp Parent’s subsidiaries as “Webhelp”). Regardless of whether you plan to attend the special meeting, we encourage you to vote your shares by mail, by telephone or through the internet following the procedures outlined below.
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 Concentrix (“Purchaser”), entered into a binding put option letter agreement (the “Put Option”) with certain stockholders (the “Beneficiaries”) of Webhelp Parent. Pursuant to the Put Option, Concentrix and Purchaser have committed to acquire (the “Offer”) all of the issued and outstanding capital stock of Webhelp Parent (the “Shares”) from the holders of Webhelp Parent (the “Sellers”), subject to the terms and conditions of the Share Purchase and Contribution Agreement (the “Share Purchase and Contribution Agreement”). Certain required consultation processes with works councils representing certain Webhelp staff in France and the Netherlands were completed in late April 2023. The Beneficiaries collected powers of attorney from 100% of the other Sellers (the “PoAs”) to allow a representative to act on behalf of the Sellers in connection with the execution of the Share Purchase and Contribution Agreement and other related agreements and documents. The date that the Offer expires is June 29, 2023 (the “Expiry Date”). The PoA collection process was completed on May 30, 2023, and on June 2, 2023, the Beneficiaries exercised the Put Option and on June 12, 2023, Concentrix and Webhelp Parent entered into the Share Purchase and Contribution Agreement.
Subject to the terms and conditions of the Share Purchase and Contribution Agreement, Purchaser will acquire (directly and further to a contribution by Concentrix) all of the Sellers’ Shares. The aggregate consideration for the acquisition of the Shares will consist of:
€500.0 million in cash, subject to adjustment as set forth in the Share Purchase and Contribution Agreement (the “Closing Cash Payment”);
a note issued by Concentrix in execution of a delegation of payment by Purchaser to Concentrix of a portion of the consideration for the Acquired Shares (as defined below) (the “Sellers’ Note” and, together with the Closing Cash Payment, the “Cash Purchase Price”) in the aggregate principal amount of €700.0 million, with a term of two years and bearing interest at a rate of 2% per annum on the unpaid principal outstanding from time to time;

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14,861,885 shares (the “Closing Shares”) of common stock, par value $0.0001 per share, of Concentrix (“Concentrix common stock”), which, based on the number of shares of Concentrix common stock outstanding as of July 5, 2023 (the “Record Date”), would represent approximately 22.2% of the outstanding shares of Concentrix common stock, assuming the issuance of the Closing Shares; and
the contingent right granted by Purchaser in exchange for the Exchanged Shares (as defined below) to earn an additional 750,000 shares of Concentrix common stock (the “Earnout Shares”) if certain conditions set forth in the Share Purchase and Contribution Agreement occur, including the share price of Concentrix common stock reaching $170.00 per share within seven years from the closing of the Transaction (the “Closing Date”) (based on daily volume weighted average prices measured over a specified period).
On the Closing Date, (i) Purchaser will purchase certain of the Sellers’ Shares (the “Acquired Shares”) in exchange for the Cash Purchase Price, (ii) certain Sellers will contribute certain of their Shares (the “Contributed Shares”) to Concentrix in exchange for the Closing Shares, (iii) the Sellers will transfer and exchange certain of their Shares (the “Exchanged Shares”) to Purchaser in exchange for the contingent right to earn the Earnout Shares, (iv) Concentrix will execute and deliver the Sellers’ Note to the Sellers party thereto in execution of a delegation of payment by Purchaser to Concentrix of a portion of the consideration for the Acquired Shares, and (v) Concentrix will transfer to Purchaser the Contributed Shares (collectively, and together with the other transactions contemplated by the Share Purchase and Contribution Agreement, the “Transaction”). As a result of the Transaction, Purchaser will hold all of the share capital and voting rights of Webhelp Parent on a fully diluted basis, and Webhelp Parent will become a wholly owned subsidiary of Purchaser, which in turn is a wholly owned subsidiary of Concentrix.
As more fully described in the accompanying proxy statement, Concentrix’ stockholders will be asked at the special meeting to approve the issuance of shares of Concentrix common stock in connection with the Transaction.
The proxy statement accompanying this letter provides you with more specific information concerning the special meeting, the Put Option, the Share Purchase and Contribution Agreement, and the Transaction. We encourage you to carefully read the accompanying proxy statement, the Put Option attached as Annex A to the proxy statement, and the Share Purchase and Contribution Agreement attached as Annex B to the proxy statement.
The board of directors of Concentrix (the “Board”) carefully reviewed and considered the terms and conditions of the Share Purchase and Contribution Agreement and the Transaction. The Board (i) determined that the Share Purchase and Contribution Agreement and the Transaction, including the payment of the Cash Purchase Price and issuance of shares of Concentrix common stock in connection with the Transaction, are fair to, and in the best interests of, Concentrix and Concentrix’ stockholders, (ii) approved and declared advisable the Share Purchase and Contribution Agreement and the Transaction, including the payment of the Cash Purchase Price and issuance of shares of Concentrix common stock in connection with the Transaction, on the terms and subject to the conditions set forth in the Share Purchase and Contribution Agreement, (iii) directed that the issuance of shares of Concentrix common stock in connection with the Transaction and on the terms and subject to the conditions set forth in the Share Purchase and Contribution Agreement be submitted to Concentrix’ stockholders for their approval, and (iv) resolved to recommend that Concentrix’ stockholders approve the issuance of shares of Concentrix common stock in connection with the Transaction and on the terms and subject to the conditions set forth in the Share Purchase and Contribution Agreement.
Accordingly, the Board unanimously recommends a vote “FOR” the proposal to approve the issuance of shares of Concentrix common stock in connection with the Transaction (the “Share Issuance Proposal”), and “FOR” the proposal to adjourn the special meeting if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the Share Issuance Proposal (the “Adjournment Proposal”).
In connection with the execution of the Put Option, on March 29, 2023, Concentrix and Webhelp Parent entered into a Voting and Support Agreement (the “Voting Agreement”) with Silver Star Developments Ltd., Peer Developments Ltd., MiTAC Holdings Corporation, and MiTAC International Corporation (collectively, the “Voting Agreement Stockholders”), which collectively owned approximately 15.3% of the total issued and

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outstanding shares of Concentrix common stock as of such date. Pursuant to the Voting Agreement, the Voting Agreement Stockholders have agreed to vote, or cause the holder of record to vote, in favor of the Share Issuance Proposal and any other matters brought to vote at the special meeting (which will include, in this case, the Adjournment Proposal).
Your vote is important. Whether or not you plan to attend the special meeting and regardless of the number of shares of Concentrix common stock you own, your careful consideration of, and vote on, the Share Issuance Proposal and the Adjournment Proposal are important, and we encourage you to vote promptly. Because both the Share Issuance Proposal and the Adjournment Proposal require the affirmative vote of a majority of shares of Concentrix common stock present at the special meeting, whether via the virtual meeting website or represented by proxy, and entitled to vote on such matter, the failure to vote will have no effect on such proposals.
After reading the accompanying proxy statement, please make sure to vote your shares of Concentrix common stock promptly (1) by completing, signing and dating the accompanying proxy card and returning it in the enclosed prepaid envelope, (2) by telephone or (3) through the internet by following the instructions on the accompanying proxy card. Instructions regarding all three methods of voting are provided on the proxy card. If you hold shares of Concentrix common stock through an account with a bank, broker, trust or other nominee, please follow the instructions you receive from your bank, broker, trust or other nominee to vote your shares.
Your support of and interest in Concentrix Corporation is sincerely appreciated.
 

 
Chris Caldwell
 
Chief Executive Officer
Neither the United States Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the Transaction, passed upon the merits or fairness of the Transaction or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.
The accompanying proxy statement is dated July 6, 2023 and is first being mailed to Concentrix’ stockholders on or about July 6, 2023.

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Concentrix Corporation
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held on August 4, 2023
To the Stockholders of Concentrix Corporation:
A special meeting of stockholders of Concentrix Corporation, a Delaware corporation (“Concentrix,” “we,” “us” or “our”), will be held via live webcast on August 4, 2023, at 10:00 a.m., Eastern Time. You will be able to attend the special meeting by visiting www.virtualshareholdermeeting.com/CNXC2023SM and entering the unique 16-digit control number that was included on your proxy card, or the instructions that accompanied your proxy materials. Stockholders will be able to listen, vote and submit questions during the virtual meeting. You are welcome to log in as early as 15 minutes before the start time of the special meeting, so that any technical difficulties may be addressed before the special meeting live audio webcast begins. Please note that you will not be able to attend the virtual special meeting in person. We are holding the special meeting for the following purposes:
1.
Issuance of Shares of Concentrix Common Stock. To consider and vote on a proposal to approve the issuance of 15,611,885 shares of common stock, par value $0.0001 per share, of Concentrix (“Concentrix common stock”), which includes 14,861,885 shares of Concentrix common stock to be issued upon the closing of the Transaction in exchange for the capital stock of Marnix Lux SA, a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg (“Webhelp Parent”) contributed by the holders of Webhelp Parent (the “Closing Shares”), as well as the contingent right to earn an additional 750,000 shares of Concentrix common stock (the “Earnout Shares”) granted by 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 Concentrix, in exchange for certain shares of the capital stock of Webhelp Parent if certain conditions set forth in the Share Purchase and Contribution Agreement occur. This proposal is required for the purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635(a) requiring stockholder approval prior to the issuance of common stock, or of securities convertible into or exercisable for common stock, in connection with the acquisition of another company if such securities are not issued in a public offering for cash and (i) the common stock has, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of such securities; or (ii) the number of shares of common stock to be issued is or will be equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the stock or securities (the “Share Issuance Proposal”); and
2.
Adjournment or Postponement of the Special Meeting. To consider and vote on a proposal to adjourn the special meeting to a later date or time if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the Share Issuance Proposal (the “Adjournment Proposal”).
Stockholders of record at the close of business on July 5, 2023 are entitled to notice of, and to vote at, the special meeting and any adjournments or postponements thereof.
For more information concerning the special meeting, the Put Option, the Share Purchase and Contribution Agreement, and the Transaction, please review the accompanying proxy statement and the copy of the Put Option attached as Annex A and the Share Purchase and Contribution Agreement attached as Annex B to the proxy statement.
The Board carefully reviewed and considered the terms and conditions of the Share Purchase and Contribution Agreement and the Transaction. By a unanimous vote, the Board (i) determined that the Share Purchase and Contribution Agreement and the Transaction, including the payment of the Cash Purchase Price and issuance of shares of Concentrix common stock in connection with the Transaction, are fair to, and in the best interests of, Concentrix and Concentrix’ stockholders, (ii) approved and declared advisable the Share Purchase and Contribution Agreement and the Transaction, including the payment of the Cash Purchase Price and issuance of shares of Concentrix common stock in connection with the Transaction, on the terms and subject to the conditions set forth in the Share Purchase and Contribution Agreement, (iii) directed that the issuance of shares

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of Concentrix common stock in connection with the Transaction and on the terms and subject to the conditions set forth in the Share Purchase and Contribution Agreement be submitted to Concentrix’ stockholders for their approval, and (iv) resolved to recommend that Concentrix’ stockholders approve the issuance of shares of Concentrix common stock in connection with the Transaction and on the terms and subject to the conditions set forth in the Share Purchase and Contribution Agreement.
The Board unanimously recommends that you vote “FOR” the Share Issuance Proposal, and “FOR” the Adjournment Proposal.
To assure that your shares of Concentrix common stock are represented at the special meeting, regardless of whether you plan to attend the special meeting, please fill in your vote, sign and mail the enclosed proxy card as soon as possible. We have enclosed a return envelope, which requires no postage if mailed in the United States.
Alternatively, you may vote by telephone or through the internet. Instructions regarding each of the methods of voting are provided on the enclosed proxy card. If you are voting by telephone or through the internet, then your voting instructions must be received by 11:59 p.m., Eastern Time on August 3, 2023 for shares held directly and by 11:59 p.m., Eastern Time on August 1, 2023 for shares held in Concentrix' 401(k) plan. Your proxy is being solicited by the Board.
If you have any questions about the Transaction or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card, please contact:
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
Stockholders may call toll-free: (877) 750-0831
Banks and Brokers may call collect: (212) 750-5833
If you fail to return your proxy, vote by telephone or through the internet or attend the special meeting, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting and will have no effect on the approval of the Share Issuance Proposal or the Adjournment Proposal.
 
By Order of the Board of Directors,
 

 
Jane C. Fogarty
 
Executive Vice President, Legal and Corporate Secretary
July 6, 2023
Newark, California
Please Vote—Your Vote is Important

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SUMMARY TERM SHEET
This summary highlights certain information in this proxy statement but may not contain all of the information that may be important to you. You should carefully read the entire proxy statement and the attached Annexes and the other documents to which this proxy statement refers you for a more complete understanding of the matters being considered at the special meeting. In addition, this proxy statement incorporates by reference important business and financial information about Concentrix Corporation. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions in the section entitled “Where You Can Find More Information.” Unless the context otherwise indicates, we refer to Concentrix Corporation as “Concentrix,” “we,” “us” or “our.”
The Parties
Concentrix Corporation
Concentrix, a Delaware corporation, is a leading global provider of Customer Experience (“CX”) solutions and technology that help iconic and disruptive brands drive deep understanding, full lifecycle engagement, and differentiated experiences for their end-customers around the world. Concentrix provides end-to-end capabilities, including CX process optimization, technology innovation and design engineering, front- and back-office automation, analytics and business transformation services to clients in five primary industry verticals. Concentrix’ primary verticals are technology and consumer electronics, retail, travel and e-commerce, communications and media, banking, financial services and insurance, and healthcare.
Concentrix’ principal executive offices are located at 39899 Balentine Drive, Suite 235, Newark, California 94560, and its telephone number is +1 (800) 747-0583.
OSYRIS S.à r.l.
OSYRIS S.à r.l. is 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 Concentrix. OSYRIS S.à r.l. has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the Transaction.
OSYRIS S.à r.l.’s principal executive offices are located at 63-65, rue de Merl, L-2146 Luxembourg, Grand Duchy of Luxembourg and its telephone number is +352 22 72 36 705.
Marnix Lux SA
Marnix Lux SA is a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg and the parent company of Webhelp SAS.
The principal executive offices of Marnix Lux SA are located at 2, rue Edward Steichen, L-2540 Luxembourg, Grand-Duchy of Luxembourg and its telephone number is +352 284 806 84 – 100.
Seller Representatives
Sandrine Asseraf is the representative of the PoA Sellers (as defined in the Share Purchase and Contribution Agreement). Sandrine Asseraf is the general counsel of Webhelp SAS. Her principal executive office is located at 3-5, rue d’Héliopolis, 75017 Paris, France and her telephone number is +33 1 44 40 33 40.
Priscilla Maters is the representative of Frédéric Jousset and the Sellers affiliated with GBL (as defined below). Priscilla Maters is the general counsel of GBL. Her principal executive office is located at Avenue Marnix 24, 1000 Brussels, Belgium and her telephone number is +32 2 289 17 52.
Sapiens S.à r.l. is the representative of the Non-PoA Sellers (as defined in the Share Purchase and Contribution Agreement). Its principal executive offices are located at 19-21 Route d’Arlon, 8009 Strassen, Grand Duchy of Luxembourg, and its telephone number is +352 263 849.
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Sellers
Groupe Bruxelles Lambert
Founded in 1906, Groupe Bruxelles Lambert SA, a public limited liability company (société anonyme) incorporated under the laws of Belgium (“GBL”), is an established investment holding company listed on the Euronext Brussels, with a net asset value of €19 billion and a market capitalization of €12 billion at the end of March 2023. GBL is focused on long-term value creation and relying on a stable and supportive family shareholder base.
GBL is incorporated in Belgium. Its principal executive offices are located at Avenue Marnix 24, 1000 Brussels, Belgium, and its telephone number is +32 2 289 17 52. GBL’s website address is www.gbl.be. Information contained on GBL’s website does not constitute part of this proxy statement. GBL’s stock is publicly traded on the Euronext Brussels, under the ticker symbol “GBLB BB.”
Sapiens S.à r.l.
Sapiens S.à r.l., a private limited liability company (société à responsabilité limitée) organized under the Laws of the Grand Duchy of Luxembourg, whose registered office is at 19-21, route d’Arlon, L-8009 Strassen, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés, Luxembourg) under number B235895, is controlled and managed by affiliates of GBL. Its principal executive offices are located at 19-21, route d’Arlon, L-8009 Strassen, Grand Duchy of Luxembourg, and its telephone number is +352 263 849.
FINPAR V
FINPAR V, a société à responsabilité limitée organized under the laws of Belgium, whose registered office is located at Avenue Marnix 24, 1000 Brussels, Belgium, registered under corporate number 0746.527.143, is controlled and managed by affiliates of GBL. Its principal executive offices are located at Avenue Marnix 24, 1000 Brussels, Belgium, and its telephone number is +32 2 289 17 52.
FINPAR VI
FINPAR VI, a société à responsabilité limitée organized under the laws of Belgium, whose registered office is located at Avenue Marnix 24, 1000 Brussels, Belgium, registered under corporate number 0758.452.601, is controlled and managed by affiliates of GBL. Its principal executive offices are located at Avenue Marnix 24, 1000 Brussels, Belgium, and its telephone number is +32 2 289 17 52.
Olivier Duha
Olivier Duha is the Co-Founder and Chief Executive Officer of Webhelp SAS. His principal executive office is located at 3-5, rue d’Héliopolis, 75017 Paris, France and his telephone number is +33 1 86 64 02 50.
MONTANA
Montana, a société simple, organized under the Laws of Belgium, whose registered office is located at 22, rue Jean-Baptiste Meunier, 1050 Brussels, Belgium, registered under the corporate number 0786.381.176 is controlled by Olivier Duha. Its principal executive office is located at 12, Place Vendôme, 75001 Paris, France and its telephone number is +33 1 86 64 02 50.
LIBERTY MANAGEMENT
Liberty Management, a société à responsabilité limitée, organized under the laws of Belgium, whose registered office is located at 22, rue Jean-Baptiste Meunier, 1050 Brussels, Belgium, registered under the corporate number 0655.770.082 (“Liberty Management”), is controlled by Olivier Duha. Its principal executive office is located at 12, Place Vendôme, 75001 Paris, France and its telephone number is +33 1 86 64 02 50.
Frédéric Jousset
Frédéric Jousset is the Co-Founder and a major shareholder of Webhelp SAS. His principal executive office is located at 4 rue Francois Bellot, 1206 Geneva, Switzerland and his telephone number is +41 79 10 44 401.
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The Special Meeting
A special meeting of our stockholders will be held via live webcast on August 4, 2023, at 10:00 a.m., Eastern Time. You will be able to attend the special meeting by visiting www.virtualshareholdermeeting.com/CNXC2023SM and entering the unique 16-digit control number that was included on your proxy card, or the instructions that accompanied your proxy materials. Stockholders will be able to listen, vote, and submit questions during the virtual meeting. Please note that you will not be able to attend the virtual special meeting in person. At the special meeting, you will be asked to vote for the proposal to approve the issuance of shares of Concentrix common stock in connection with the Transaction (the “Share Issuance Proposal”) and the proposal to adjourn the special meeting if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the Share Issuance Proposal (the “Adjournment Proposal”). See the section entitled “The Special Meeting” for additional information on the special meeting, including how to vote your shares of Concentrix common stock.
The Transaction
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 Concentrix (“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”), the indirect parent company of Webhelp SAS (collectively referred to with Webhelp Parent and Webhelp Parent’s subsidiaries as “Webhelp”). Pursuant to the Put Option, Concentrix and Purchaser have committed to acquire all of the issued and outstanding capital stock of Webhelp Parent (the “Shares”) from the holders of Webhelp Parent (the “Sellers”), subject to the terms and conditions of the Share Purchase and Contribution Agreement (the “Share Purchase and Contribution Agreement”). For additional information about the Put Option, see the section entitled “The Put Option” and Annex A to this proxy statement.
Concentrix entered into the Share Purchase and Contribution Agreement with Webhelp Parent on June 12, 2023. Under the terms of the Share Purchase and Contribution Agreement and subject to the satisfaction or waiver of specified conditions, Concentrix will acquire Webhelp Parent and all of its subsidiaries through the purchase of 100% of the Sellers’ Shares. The Sellers will transfer to Purchaser certain of their Shares (the “Acquired Shares”) in exchange for the Cash Purchase Price (as defined below), will contribute certain of their Shares (the “Contributed Shares”) to Concentrix in exchange for the issuance of Concentrix common stock (the “Closing Shares”), and will transfer certain of their Shares (the “Exchanged Shares” and together with the Acquired Shares and the Contributed Shares, the “Transferred Shares”) in exchange for the contingent right to earn an additional 750,000 shares of Concentrix common stock (the “Earnout Shares”). Immediately following the closing of the Transaction, Webhelp Parent will become a wholly owned subsidiary of Purchaser, which in turn is a wholly owned subsidiary of Concentrix. For additional information about the Share Purchase and Contribution Agreement, see the section entitled “Share Purchase and Contribution Agreement” and Annex B to this proxy statement.
Stockholders Entitled to Vote
You may vote at the special meeting if you were a holder of record of shares of Concentrix common stock as of the close of business on July 5, 2023, which is the record date for the special meeting (the “Record Date”). You will be entitled to one vote for each share of Concentrix common stock that you owned on the Record Date. As of the Record Date, there were 52,054,767 shares of Concentrix common stock issued and outstanding and entitled to vote at the special meeting.
How to Vote
Stockholders of record have a choice of voting (i) by following the Internet voting instructions described in the proxy card, (ii) by following the telephone voting instructions described in the proxy card, (iii) by completing, dating, signing and returning a proxy card in the accompanying postage-prepaid return envelope or (iv) at the special meeting by visiting www.virtualshareholdermeeting.com/CNXC2023SM and entering the unique 16-digit control number that was included on your proxy card, or the instructions that accompanied your proxy materials.
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Stockholders will be able to listen, vote and submit questions during the virtual meeting. The telephone and internet voting facilities for stockholders of record will close at 11:59 p.m., Eastern Time on August 3, 2023 for shares held directly and at 11:59 p.m., Eastern Time on August 1, 2023 for shares held in Concentrix' 401(k) plan.
If you hold your shares of Concentrix common stock in a brokerage account or through a bank, trust or other nominee, your broker, bank, trust or other nominee is considered the “stockholder of record” and you are considered the “beneficial owner” of the shares. In this case, your broker, bank, trust or other nominee is responsible for providing you with instructions on how to vote. If you are a beneficial owner and want to vote your shares of Concentrix common stock at the virtual meeting, you will need the unique 16-digit control number that appears on the instructions that accompanied the proxy materials that you received.
For additional information regarding the procedure for delivering your proxy, see the sections entitled “The Special Meeting—How to Vote” and “The Special Meeting—Solicitation of Proxies.”
Recommendation of the Board; Reasons for Recommendation
After careful consideration, Concentrix’ board of directors (the “Board”) unanimously (i) determined that the Share Purchase and Contribution Agreement and the Transaction, including the issuance of shares of Concentrix common stock in connection with the Transaction, are fair to, and in the best interests of, Concentrix and Concentrix’ stockholders, (ii) approved and declared advisable the Share Purchase and Contribution Agreement and the Transaction, including the issuance of shares of Concentrix common stock in connection with the Transaction, on the terms and subject to the conditions set forth in the Share Purchase and Contribution Agreement, (iii) directed that the issuance of shares of Concentrix common stock in connection with the Transaction be submitted to Concentrix’ stockholders for their approval, and (iv) resolved to recommend that stockholders of Concentrix approve the issuance of shares of Concentrix common stock in connection with the Transaction on the terms and subject to the conditions set forth in the Share Purchase and Contribution Agreement.
Accordingly, the Board unanimously recommends that you vote “FORthe Share Issuance Proposal and “FOR the Adjournment Proposal.
For a discussion of the material factors considered by the Board in reaching its conclusions, see the section entitled “The Transaction—Reasons for Recommending the Share Issuance.”
Voting Agreement
In connection with the execution of the Put Option, on March 29, 2023, Concentrix and Webhelp Parent entered into a Voting and Support Agreement (the “Voting Agreement”) with Silver Star Developments Ltd., Peer Developments Ltd., MiTAC Holdings Corporation, and MiTAC International Corporation (collectively, the “Voting Agreement Stockholders”), which collectively owned approximately 15.3% of the total issued and outstanding shares of Concentrix common stock as of such date. Pursuant to the Voting Agreement, the Voting Agreement Stockholders have agreed to vote, or cause the holder of record to vote, in favor of the Share Issuance Proposal and any other matters brought to vote at the special meeting (which will include, in this case, the Adjournment Proposal).
For additional information, see the section entitled “The Voting Agreement” and Annex C to this proxy statement.
Investor Rights Agreement
In connection with the proposed Transaction, on March 29, 2023, Concentrix entered into an Investor Rights Agreement (the “Investor Rights Agreement”) with certain stockholders of Webhelp Parent, including Frédéric Jousset, the Co-Founder of Webhelp, and certain affiliates of GBL and Olivier Duha, the Co-founder and Chief Executive Officer of Webhelp (the “Major Webhelp Stockholders”). The Investor Rights Agreement, among other things, provides that following the closing of the Transaction, GBL shall have the right to nominate a certain number of directors, depending on the percentage of the outstanding shares of Concentrix common stock held by GBL, Olivier Duha, or certain of their affiliates. The Investor Rights Agreement also contains registration rights for the Major Webhelp Stockholders.
For additional information, see the section entitled “The Investor Rights Agreement” and Annex D to this proxy statement.
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Opinion of J.P. Morgan Securities LLC
At the Board meeting on March 29, 2023, J.P. Morgan Securities LLC (“J.P. Morgan”) rendered its oral opinion to the Board that, as of such date and based upon and subject to the factors and assumptions set forth in its opinion, the consideration to be paid by Concentrix and Purchaser in the proposed Transaction was fair, from a financial point of view, to Concentrix. J.P. Morgan has confirmed its March 29, 2023 oral opinion by delivering its written opinion, dated March 29, 2023 (the “Opinion”), to the Board, that, as of such date, the consideration to be paid by Concentrix and Purchaser in the proposed Transaction was fair, from a financial point of view, to Concentrix.
The full text of the Opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the review undertaken, is attached as Annex E to this proxy statement and is incorporated herein by reference. The summary of the Opinion entitled “The Transaction—Opinion of J.P. Morgan Securities LLC” set forth in this proxy statement is qualified in its entirety by reference to the full text of the Opinion. Concentrix’ stockholders are urged to read the Opinion in its entirety. The Opinion was addressed to the Board (in its capacity as such) in connection with and for the purposes of its evaluation of the proposed Transaction and was directed only to the consideration to be paid by Concentrix and Purchaser in the proposed Transaction and did not address any other aspect of the Transaction. J.P. Morgan expressed no opinion as to the fairness of the consideration to the holders of any class of securities, creditors or other constituencies of Concentrix or as to the underlying decision by Concentrix to engage in the proposed Transaction. The issuance of the Opinion was approved by a fairness committee of J.P. Morgan. The Opinion does not constitute a recommendation to any stockholder of Concentrix as to how such stockholder should vote with respect to the proposed Transaction or any other matter.
For additional information, see the section entitled “The Transaction—Opinion of J.P. Morgan Securities LLC” and Annex E to this proxy statement.
Certain Effects of the Transaction
Subject to the terms and conditions of the Share Purchase and Contribution Agreement, Purchaser will acquire Webhelp Parent and all of its subsidiaries through the acquisition (directly and further to a contribution by Concentrix) of 100% of the Sellers’ Shares, and immediately following the closing of the Transaction, Webhelp Parent will become a wholly owned subsidiary of Purchaser, which in turn is a wholly owned subsidiary of Concentrix.
If the Transaction is completed, the aggregate consideration for the Transaction will consist of (i) the Cash Purchase Price, (ii) the Closing Shares, which, based on the number of shares of Concentrix common stock outstanding as of the Record Date, would represent approximately 22.2% of the outstanding shares of Concentrix common stock, assuming the issuance of the Closing Shares, and (iii) the contingent right granted by Purchaser in exchange for the Exchanged Shares to earn additional Earnout Shares if certain conditions set forth in the Share Purchase and Contribution Agreement occur, including the share price of Concentrix common stock reaching $170.00 per share within seven years from the closing of the Transaction (the “Closing Date”) (based on daily volume weighted average prices measured over a specified period) (collectively, the “Transaction Consideration”).
Consequences if the Transaction is Not Completed
If the Share Issuance Proposal is not approved by Concentrix’ stockholders or if the Transaction is not completed for any other reason, the Share Purchase and Contribution Agreement will be void and have no effect, and there will not be any liability or obligation on the part of any party, except that:
no termination will relieve any party from liability for any material breach of a representation, warranty, agreement or covenant, an action or omission where the breaching party knows such action or omission is a breach of such representation, warranty, agreement or covenant of the Share Purchase and Contribution Agreement (a “Willful Breach”) or any deliberate, intentional or knowing fraud of any party with respect to a representation made by such party (“Fraud”);
no termination will affect the obligations of the parties contained in the confidentiality agreement between Concentrix and Webhelp Parent; and
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certain other provisions of the Share Purchase and Contribution Agreement, including provisions with respect to the allocation of fees and expenses, including, if applicable, the termination fees described below, will survive such termination.
If the Share Purchase and Contribution Agreement is terminated because (i) the Board fails to approve or withdraws its approval of the Transaction or fails to recommend that stockholders of Concentrix approve the issuance of shares of Concentrix common stock in connection with the Transaction on the terms and subject to the conditions set forth in the Share Purchase and Contribution Agreement or (ii) Concentrix breaches its covenant not to solicit an alternative acquisition proposal of Concentrix or its subsidiaries, each of the foregoing more fully described in the sections entitled “The Share Purchase and Contribution Agreement—Covenants and Agreements—No Solicitation; —Change of Recommendation,” Concentrix is required to pay Webhelp Parent a termination fee of $110.0 million, and in the event the Share Purchase and Contribution Agreement is terminated because the approval of Concentrix’ stockholders shall not have been obtained, or certain other events, Concentrix is required to reimburse Webhelp Parent for their reasonable costs and expenses incurred by Webhelp Parent directly related to the Transaction of up to $31.0 million. For additional information, see the section entitled “The Share Purchase and Contribution Agreement—Termination Fees.”
Regulatory Approvals
Under the Share Purchase and Contribution Agreement, the respective obligations of Concentrix and Webhelp Parent to complete the Transaction are subject to, among other things, (i) the expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) (together with such expiration or termination, the “HSR Act Clearance”) and (ii) the filing, consent, clearance, authorization or approval pursuant to certain other merger control and regulatory laws (the “required filings” and “required consents”). Concentrix and Webhelp Parent filed the required forms under the HSR Act with the Antitrust Division of the Federal Trade Commission (“FTC”) on April 13, 2023. The waiting period under the HSR Act expired at 11:59 p.m., Eastern Time on May 15, 2023.
For a description of Concentrix’ and Webhelp Parent’s respective obligations under the Share Purchase and Contribution Agreement with respect to regulatory approvals, see the section entitled “The Share Purchase and Contribution Agreement—Covenants and Agreements—Efforts to Complete the Transaction.”
Conditions to the Transaction
The obligations of each of Concentrix, Purchaser, and Webhelp Parent to complete the Transaction are subject to satisfaction of various conditions, including (i) the completion of the required works councils consultations, which was completed in late April 2023, (ii) the approval by Concentrix’ stockholders of the issuance of shares of Concentrix common stock in connection with the Transaction shall have been obtained, (iii) the HSR Act Clearance, which was completed on May 15, 2023, and the filing, consent, clearance, authorization or approval pursuant to other merger control and regulatory laws, (iv) no law, order, injunction or decree will be in effect that prevents, makes illegal or prohibits the Transaction, and (v) the Concentrix common stock issued in the Transaction will have been approved for listing on the Nasdaq Stock Market (“Nasdaq”).
For additional information, see the section entitled “The Share Purchase and Contribution Agreement—Conditions to the Transaction.”
Financing
Concentrix estimates that the total amount of funds necessary to pay the cash portion of the Transaction Consideration and related transaction fees and expenses will be approximately $550.0 million, which amount is subject to adjustment as further described in “The Share Purchase and Contribution Agreement—Transaction Consideration.” In addition, Concentrix anticipates that the total amount of funds necessary to pay, repay, or refinance, as applicable, certain existing indebtedness of Webhelp Parent and its subsidiaries will be approximately €1,550 million (the “Acquisition-Related Cash Costs”). These Acquisition-Related Cash Costs will be funded through a combination of (i) the delayed draw term loans established pursuant to the Restated Credit Agreement (defined below), (ii) cash on hand and (iii) proceeds from other financings or offerings of debt securities that Concentrix intends to obtain in lieu of borrowing under the Acquisition Tranche of the Bridge
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Facility (as defined below) (or, to the extent such proceeds are not sufficient to meet the Acquisition-Related Cash Costs in full, borrowings under the Acquisition Tranche of the Bridge Facility). Remaining amounts under any available financing sources after application of the proceeds on the Closing Date will be used for general corporate purposes.
To provide the debt financing required by Concentrix to consummate the Transaction, Concentrix entered into a commitment letter dated March 29, 2023 (the “Bridge Commitment Letter”) under which JPMorgan Chase Bank, N.A. (“JPMorgan Chase”) and certain other financing institutions joining thereto pursuant to the terms thereof initially committed to provide an aggregate principal amount of $4.29 billion of senior term bridge loans and $1.0 billion in senior revolving credit commitments. The availability of these amounts was, and continues to be, subject to reduction in connection with certain Permanent Financings (as defined below) pursuant to the terms set forth in the Bridge Commitment Letter (the commitments pursuant to the Bridge Commitment Letter, the “Bridge Facility”). The Bridge Facility originally consisted of three different tranches of senior loans: the first tranche (the “Term Loan Amendment Tranche”) was for a $1.85 billion senior term loan; the second tranche (the “Revolver Amendment Tranche”) was for a $1.0 billion senior revolving credit facility; and the third tranche (the “Acquisition Tranche”) was for a $2.44 billion senior term loan. The incurrence of the acquisition-related indebtedness that would be funded by the Acquisition Tranche of the Bridge Facility (or permanent financing in lieu thereof) and by the Sellers’ Note was not permitted under Concentrix’ prior credit agreement dated as of October 16, 2020, among Concentrix, the guarantors party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent. Therefore, on April 21, 2023, Concentrix entered into an Amendment and Restatement Agreement (the “Amendment Agreement”) with the lenders party thereto, JPMorgan Chase and Bank of America, N.A. in order to amend and restate Concentrix’ prior credit agreement (as amended and restated, the “Restated Credit Agreement”). As a result of having entered into the Amendment Agreement, among other things, Concentrix obtained requisite lender consent to incur acquisition-related indebtedness, and pursuant to the terms of the Bridge Commitment Letter, the commitments with respect to the Term Loan Amendment Tranche and the Revolver Amendment Tranche of the Bridge Facility were reduced to zero. Due to the termination of both the Term Loan Amendment Tranche and the Revolver Amendment Tranche of the Bridge Facility, only the Acquisition Tranche of the Bridge Facility remains outstanding in the amount described below. If utilized, as further described below, the proceeds of the Acquisition Tranche of the Bridge Facility would be used to fund a portion of the Acquisition-Related Cash Costs.
The Restated Credit Agreement provides for the extension of a senior unsecured revolving credit facility not to exceed an aggregate principal amount of $1.0425 billion. The Restated Credit Agreement also provides for a senior unsecured term loan facility in an aggregate principal amount not to exceed approximately $2.1447 billion, of which $1.85 billion is presently outstanding and approximately $294.7 million of which is available to be drawn on a delayed draw basis to consummate the Transaction (the “Delayed Draw Term Loans”). As a result of having obtained commitments for the Delayed Draw Term Loans, the commitments under the Acquisition Tranche of the Bridge Facility were reduced by a like amount. The commitments with respect to the Delayed Draw Term Loans are available to be drawn in a single funding and are subject to customary conditions, including the substantially concurrent closing of the Transaction. The borrower under the Restated Credit Agreement is Concentrix and JPMorgan Chase is the administrative agent. The Restated Credit Agreement is unsecured and as a result, pursuant to the terms of the Bridge Commitment Letter, the Acquisition Tranche of the Bridge Facility, if funded, would be unsecured as well.
At this time, Concentrix has not yet determined whether the remaining commitments under the Acquisition Tranche of the Bridge Facility will be required to provide the necessary debt financing for the proposed Transaction because such determination will be dependent on future market conditions. Concentrix intends to issue debt securities in lieu of utilizing the Acquisition Tranche of the Bridge Facility; however, there is no assurance that such alternative arrangements will be available on acceptable terms or at all. If the Acquisition Tranche of the Bridge Facility is utilized there can be no assurance that any replacement or supplemental financing in lieu of or to refinance the Acquisition Tranche of the Bridge Facility will be available to Concentrix on acceptable terms or at all. Concentrix’ ability to obtain additional debt financing, including financing to refinance, replace or supplement the Acquisition Tranche of the Bridge Facility, will be subject to various factors, including market conditions and Concentrix’ business performance.
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The funding under the Acquisition Tranche of the Bridge Facility Letter and of the Delayed Draw Term Loans under the Restated Credit Agreement, as applicable, are subject to customary closing conditions, including conditions that do not relate directly to the conditions to closing in the Share Purchase and Contribution Agreement.
Until the earlier of the closing or the valid termination of the Share Purchase and Contribution Agreement in accordance therewith, Concentrix has agreed to use its commercially reasonable efforts to take, or cause to be taken, all actions necessary, advisable and proper in connection with the arrangement, marketing and consummation of a substitute or replacement financing in lieu of all or any portion of the financing contemplated by the Bridge Commitment Letter, which may include the issuance of debt securities and/or the incurrence of other long-term debt financing by Concentrix (such debt securities and/or other long-term debt financing, the “Permanent Financing”). Furthermore, in the event any funds required to satisfy the Transaction uses become unavailable on the terms and conditions contemplated in the Bridge Commitment Letter or upon execution thereof, the definitive agreements related to the financing contemplated by the Bridge Commitment Letter or the Permanent Financing (the “Financing Agreements”), Concentrix has agreed to use commercially reasonable efforts to obtain additional funds (the “Alternative Financing”) in an amount sufficient to allow it to satisfy the Transaction uses, and to obtain a new financing commitment that provides for such funds on terms and conditions reasonably acceptable to Concentrix and Webhelp Parent (the “Alternative Commitment Letter”).
For more information, see the section entitled “The Share Purchase and Contribution Agreement—Financing.”
No Solicitation
As more fully described in this proxy statement and in the Share Purchase and Contribution Agreement, Concentrix agreed to cease discussions or negotiations with any other person with respect to any alternative acquisition proposal of Concentrix or its subsidiaries and to request the return or destruction of any confidential information previously delivered to any such person.
Each of Concentrix and Purchaser have agreed that it will not, and will cause each of its subsidiaries and other respective representatives not to, directly or indirectly:
solicit, propose, initiate or knowingly facilitate any inquiries or proposals with respect to any alternative acquisition proposal or any inquiry proposal or offer that is reasonably likely to lead to any alternative transaction;
engage or participate in any negotiations with any person concerning any alternative acquisition proposal;
provide any confidential or nonpublic information or data to, or have or participate in any discussions with any person relating to any alternative acquisition proposal;
approve or enter into any acquisition agreement, term sheet, letter of intent, memorandum of understanding or other similar agreement in connection with or relating to any alternative acquisition proposal (unless the Share Purchase and Contribution Agreement has been terminated);
grant any waiver amendment or release under any standstill or confidentiality agreement or any takeover statute (other than to the extent the Board determines in good faith after consultation with outside counsel) that failure to take any of such actions would reasonably be expected (after consultation with outside legal counsel) to be inconsistent with its fiduciary duties under applicable law; or
agree, approve, recommend or propose to do any of the foregoing.
If, prior to the receipt of Concentrix’ stockholder approval, Concentrix receives a bona fide written alternative acquisition proposal not solicited in violation of its non-solicitation obligations under the Share Purchase and Contribution Agreement, Concentrix may furnish confidential or nonpublic information to, and participate in such negotiations or discussions with, the person making the alternative acquisition proposal, if the Board concludes in good faith, after consulting with such outside advisors as it determines in good faith to be reasonably necessary, that taking such actions would be required to comply with its fiduciary duties and such alternative acquisition proposal constitutes or is reasonably likely to lead to a superior acquisition proposal. Before furnishing any such confidential or nonpublic information, Concentrix shall enter into a confidentiality agreement with the person making such alternative acquisition proposal that contains terms that are not materially less restrictive to the other party than those contained in the confidentiality agreement between Concentrix and Webhelp Parent are to Concentrix.
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For additional information, see the section entitled “The Share Purchase and Contribution Agreement—Covenants and Agreements—No Solicitation.”
Termination of the Share Purchase and Contribution Agreement
The Share Purchase and Contribution Agreement may be terminated at any time prior to the effective time of the Transaction by mutual written agreement of Concentrix and the Seller Representatives. The Share Purchase and Contribution Agreement may also be terminated by either Concentrix or the Seller Representatives if:
the Transaction has not occurred on or before 5:00 p.m., Eastern Time on the outside date of March 29, 2024, except that, if on the outside date, all of the closing conditions described under “—Conditions to the Transaction” have been satisfied or duly waived by all parties entitled to the benefit thereof except for closing conditions regarding the existence of a legal restraint or HSR Act Clearance or a required regulatory approval, the outside date will automatically be extended to June 29, 2024, and if such circumstances, solely with respect to certain additional foreign direct investment filings, continue to exist on such extended outside date, a party may then further extend the outside date to September 29, 2024, and if such circumstances, solely with respect to certain additional foreign direct investment filings, continue to exist on such extended outside date, a party may then further extend the outside date to December 29, 2024, except that no party may extend the outside date as described in this bullet point if the failure of the Transaction to occur on or by the outside date was principally caused by such party’s failure to perform or observe any of its obligations, covenants or agreements under the Share Purchase and Contribution Agreement;
any legal restraint, including the denial of any required regulatory approval, is in effect that has become final and nonappealable, except that no party may terminate the Share Purchase and Contribution Agreement as described in this bullet point if the existence of such legal restraint was principally caused by such party’s failure to perform or observe any of its obligations, covenants or agreements under the Share Purchase and Contribution Agreement;
Concentrix’ stockholders fail to approve the Share Issuance Proposal;
if the other party has breached any of the obligations, covenants or agreements, or representations or warranties of the other party, such that if that breach was in effect as of the closing, the other party would not be able to satisfy it closing conditions described under “The Share Purchase and Contribution Agreement—Conditions to the Transaction,” and the breach is not curable or the other party did not cure such breach, subject to certain exceptions; or
if the Board has made a change of recommendation as described under the section entitled “The Share Purchase and Contribution Agreement—Change of Recommendation.”
The Share Purchase and Contribution Agreement may be terminated by the Seller Representatives in the event that Concentrix willfully and materially breaches its non-solicitation obligations.
The Share Purchase and Contribution Agreement may be terminated by Concentrix, at any time prior to obtaining Concentrix’ stockholder approval, in order to accept a superior acquisition proposal in accordance with, and subject to the terms and conditions of, the provisions described under “The Share Purchase and Contribution Agreement—Covenants and Agreements—No Solicitation; —Change of Recommendation.”
Termination Fees
Upon termination of the Share Purchase and Contribution Agreement under specified circumstances, Concentrix or Webhelp Parent must pay the other party a termination fee or reimburse the other party for its reasonable fees, costs and other expenses directly related to the Transaction. These payments are each party’s sole and exclusive remedy, except in the case of a Willful Breach, for any claims arising out of the Share Purchase and Contribution Agreement together with any costs and expenses incurred by the relevant party in enforcing payment of such termination fee. In no event will Concentrix or Webhelp Parent be required to pay to the other party more than one termination fee. For additional information, see the section entitled “The Share Purchase and Contribution Agreement—Termination Fees.”
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Comparison of Rights of Concentrix’ Stockholders and Webhelp Parent’s Shareholders
Webhelp Parent’s shareholders will have different rights once they become stockholders of Concentrix due to differences between the organizational documents of Concentrix and Webhelp Parent and differences between Delaware law, under which Concentrix is incorporated, and Luxembourg law, under which Webhelp Parent is incorporated. These differences are described in more detail under “Comparison of Rights of Concentrix’ Stockholders and Webhelp Parent’s Shareholders.”
Additional Information
You can find more information about Concentrix in the periodic reports and other information Concentrix files with the U.S. Securities and Exchange Commission (the “SEC”). The information is available at the SEC’s public reference facilities and at the website maintained by the SEC at www.sec.gov.
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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE TRANSACTION
The following questions and answers are intended to briefly address some commonly asked questions regarding the special meeting of stockholders and the Transaction. These questions and answers do not address all questions that may be important to you as a stockholder of Concentrix. Please refer to the more detailed information contained elsewhere in this proxy statement, the Annexes to this proxy statement and the documents referred to in this proxy statement.
Q:
What is the Transaction?
A:
On March 29, 2023, Concentrix and Purchaser entered into the Put Option with the Beneficiaries. Pursuant to the Put Option, Concentrix and Purchaser have committed to acquire all of the Shares from the Sellers, subject to the terms and conditions of the Share Purchase and Contribution Agreement.
Concentrix entered into the Share Purchase and Contribution Agreement with Webhelp Parent on June 12, 2023. Under the terms of the Share Purchase and Contribution Agreement and subject to the satisfaction or waiver of specified conditions, Concentrix will acquire Webhelp Parent and all of its subsidiaries through the direct and indirect (through Purchaser) acquisition of 100% of the Sellers’ Shares. The Sellers will transfer to Purchaser certain of their shares in exchange for the Cash Purchase Price, will contribute the Contributed Shares to Concentrix in exchange for the issuance of the Closing Shares, and will transfer the Exchanged Shares in exchange for the contingent right to earn additional Earnout Shares. Immediately following the closing of the Transaction, Webhelp Parent will become a wholly owned subsidiary of Purchaser, which in turn is a wholly owned subsidiary of Concentrix.
Q:
Why am I receiving this proxy statement?
A:
You are receiving this proxy statement in connection with the solicitation of proxies by the Board with respect to the issuance of shares of Concentrix common stock in connection with the Transaction and other matters to be considered at the special meeting. These materials will help you decide how to vote your shares of common stock with respect to the matters related to the Transaction to be considered at the special meeting.
Concentrix is holding a virtual special meeting of its stockholders to vote on the proposals necessary to complete the Transaction. Information about the special meeting, the Transaction, the Share Purchase and Contribution Agreement and the other business to be considered by stockholders at the special meeting is contained in this proxy statement.
Q:
What will the Sellers receive in the Transaction?
A:
Sellers have agreed to sell their Acquired Shares in exchange for the Closing Cash Payment and the Sellers’ Note. Certain Sellers (“Contributed Sellers”) have agreed to contribute the Contributed Shares to Concentrix in exchange for the Closing Shares. Sellers have also agreed to transfer the Exchanged Shares in exchange for a right to receive additional Earnout Shares if certain conditions set forth in the Share Purchase and Contribution Agreement occur, including the share price of Concentrix common stock reaching $170.00 per share within seven years from the Closing Date. For further information, see the section entitled “The Share Purchase and Contribution Agreement—Transaction Consideration.”
Q:
How will Concentrix pay the cash component of the Transaction Consideration?
A:
Concentrix’ obligation to complete the Transaction is not conditioned upon obtaining financing. The Closing Cash Payment of €500.0 million will be paid from cash on hand, the proceeds from a debt offering prior to the closing, and/or term loans borrowed immediately prior to the closing.
Q:
What equity stake will the Sellers hold in Concentrix immediately following the Transaction?
A:
Upon the completion of the Transaction, the number of shares of Concentrix common stock issuable at closing as a portion of the Transaction Consideration will be 14,861,885 shares, which will result in the Sellers holding approximately 22.2% of the outstanding shares of Concentrix common stock, based on the number of outstanding shares of Concentrix common stock as of the Record Date and assuming the issuance
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of the Closing Shares. Additionally, in the event the Earnout Shares are issued, that would result in the Sellers holding approximately 23.1% of the outstanding shares of Concentrix common stock, based on the number of outstanding shares of Concentrix common stock as of the Record Date and assuming the issuance of the Closing Shares and the Earnout Shares.
For more details on the calculation of Transaction Consideration, see “The Share Purchase and Contribution Agreement—Transaction Consideration.”
Q:
When and where will the special meeting of stockholders be held?
A:
The special meeting of Concentrix’ stockholders will be held via live webcast on August 4, 2023, at 10:00 a.m., Eastern Time. To attend the meeting, you must visit www.virtualshareholdermeeting.com/CNXC2023SM and enter the unique 16-digit control number that was included on your proxy card, or the instructions that accompanied your proxy materials. Concentrix’ stockholders will be able to listen, vote and submit questions during the virtual meeting.
Q:
Who is entitled to vote at the special meeting?
A:
Only holders of record of Concentrix common stock as of the close of business on the Record Date are entitled to notice of and to vote at the special meeting. You will be entitled to one vote on each of the proposals presented in this proxy statement for each share of Concentrix common stock that you held as of the close of business on the Record Date.
Q:
What proposals will be considered at the special meeting?
A:
At the special meeting, you will be asked to consider and vote on:
a proposal to approve the issuance of shares of Concentrix common stock in connection with the Transaction; and
a proposal to adjourn the special meeting to a later date or time if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the Share Issuance Proposal.
Q:
What vote is required to approve each of the proposals?
A:
The proposal to approve an issuance of an aggregate of 15,611,885 shares of Concentrix common stock in connection with the Transaction requires, assuming a quorum is present, the affirmative vote of a majority of shares of Concentrix common stock present at the special meeting, whether via the virtual meeting website or represented by proxy, and entitled to vote on such matter (meaning that of the shares represented at the meeting and entitled to vote, a majority of them must be voted “FOR” the proposal for it to be approved). Abstentions will have the same effect as a vote “AGAINST” the Share Issuance Proposal, but a failure to vote or otherwise be present at the special meeting will have no effect on the Share Issuance Proposal, assuming a quorum is present.
The proposal to approve an adjournment of the special meeting if necessary or appropriate requires the affirmative vote of a majority of shares of Concentrix common stock present at the special meeting, whether via the virtual meeting website or represented by proxy, and entitled to vote on such matter. In addition, even if a quorum is not present at the special meeting, the affirmative vote of shares representing a majority of the shares of Concentrix common stock present, whether via the virtual meeting website or represented by proxy, and entitled to vote on such matter may adjourn the special meeting to a later date and time. Abstentions will have the same effect as a vote “AGAINST” the Adjournment Proposal, but a failure to vote or otherwise be present at the special meeting will have no effect on the Adjournment Proposal.
Q:
How does the Board recommend that I vote on the proposals?
A:
After careful consideration, the Board has unanimously (i) determined that the Share Purchase and Contribution Agreement and the Transaction, including the payment of the Cash Purchase Price and issuance of shares of Concentrix common stock in connection with the Transaction, are fair to, and in the best interests of, Concentrix and Concentrix’ stockholders, (ii) approved and declared advisable the Share
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Purchase and Contribution Agreement and the Transaction, including the payment of the Cash Purchase Price and issuance of shares of Concentrix common stock in connection with the Transaction, on the terms and subject to the conditions set forth in the Share Purchase and Contribution Agreement, (iii) directed that the issuance of shares of Concentrix common stock in connection with the Transaction and on the terms and subject to the conditions set forth in the Share Purchase and Contribution Agreement be submitted to Concentrix’ stockholders for their approval, and (iv) resolved to recommend that Concentrix’ stockholders approve the issuance of shares of Concentrix common stock in connection with the Transaction and on the terms and subject to the conditions set forth in the Share Purchase and Contribution Agreement.
The Board unanimously recommends that you vote “FOR” the Share Issuance Proposal and “FOR” the Adjournment Proposal.
For a discussion of the material factors considered by the Board in reaching its conclusions, see the section entitled “The Transaction—Reasons for Recommending the Share Issuance.”
Q:
Do I need to attend the special meeting?
A:
No. It is not necessary for you to attend the special meeting to vote your shares. If you are a stockholder of record as of the Record Date, you may vote by mail, by telephone or through the internet, as described in more detail below. If you are a “street name” holder of shares, you must follow the voting instructions provided to you by your bank, broker, trust or other nominee for your shares to be voted at the special meeting, as described in more detail below.
Q:
How many shares of Concentrix common stock need to be represented at the special meeting?
A:
The presence at the special meeting, by attendance via the virtual meeting website or by proxy, of a majority of the holders of Concentrix common stock entitled to vote constitutes a quorum for the purpose of considering the proposals. As of the Record Date, there were 52,054,767 shares of Concentrix common stock outstanding. If you are a stockholder of Concentrix as of the close of business on the Record Date and you vote by mail, by telephone, through the internet or at the special meeting via the virtual meeting website, you will be considered part of the quorum. If you are a “street name” holder of shares of Concentrix common stock and you provide your bank, broker, trust or other nominee with voting instructions, then your shares will be counted in determining the presence of a quorum. If you are a “street name” holder of shares of Concentrix common stock and you do not provide your bank, broker, trust or other nominee with voting instructions, then your shares will not be counted in determining the presence of a quorum.
All shares of Concentrix common stock held by stockholders that attend the special meeting via the virtual meeting website, or are represented by proxy, and entitled to vote at the special meeting, regardless of how such shares are voted or whether such stockholders have indicated on their proxy that they are abstaining from voting, will be counted in determining the presence of a quorum. In the absence of a quorum, the special meeting may be adjourned.
Q:
What will happen if Concentrix’ stockholders do not approve the Share Issuance Proposal?
A:
Concentrix is proposing the Share Issuance Proposal in order to comply with Nasdaq Listing Rule 5635(a), which requires stockholder approval prior to the issuance of common stock, or of securities convertible into or exercisable for common stock, in connection with the acquisition of another company if such securities are not issued in a public offering for cash and (i) the common stock has, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of such securities; or (ii) the number of shares of common stock to be issued is or will be equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the stock or securities. If the Share Issuance Proposal is not approved, the Transaction cannot be completed, which may have an adverse effect on Concentrix’ business and financial condition. Under certain circumstances, if the Transaction is not completed, we may be obligated to pay a termination fee.
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Q:
What do I need to do now?
A:
After carefully reading and considering the information contained in this proxy statement and the Annexes attached to this proxy statement, please vote your shares of Concentrix common stock in one of the ways described below as soon as possible. You will be entitled to one vote for each share of Concentrix common stock that you owned on the Record Date.
Q:
How do I vote if I am a stockholder of record?
A:
You may vote by:
submitting your proxy by completing, signing and dating each proxy card you receive and returning it by mail in the enclosed prepaid envelope;
submitting your proxy by using the telephone number printed on each proxy card you receive;
submitting your proxy through the internet voting instructions printed on each proxy card you receive; or
casting your vote at the special meeting by following the instructions that will be available on the virtual meeting website during the meeting. If you are a registered holder, your virtual control number will be on your proxy card. If you hold your shares beneficially in a brokerage account or through a bank, trust or other nominee, your broker, bank, trust or other nominee is responsible for providing you with instructions on how to vote. If you are a beneficial owner and want to vote your shares of Concentrix common stock at the virtual meeting, you will need the unique 16-digit control number that appears on the instructions that accompanied the proxy materials that you received.
If you are submitting your proxy by telephone or through the internet, your voting instructions must be received by 11:59 p.m., Eastern Time on August 3, 2023 for shares held directly and by 11:59 p.m., Eastern Time on August 1, 2023 for shares held in Concentrix' 401(k) plan.
Submitting your proxy by mail, by telephone or through the internet will not prevent you from casting your vote at the special meeting via the virtual meeting website. You are encouraged to submit a proxy by mail, by telephone or through the internet even if you plan to attend the special meeting via the virtual meeting website to ensure that your shares of Concentrix common stock are represented at the special meeting.
If you return your signed proxy card, but do not mark the boxes showing how you wish to vote, your shares will be voted “FOR” the Share Issuance Proposal and “FOR” the Adjournment Proposal.
Q:
If my shares are held for me by a bank, broker, trust or other nominee, will my bank, broker, trust or other nominee vote those shares for me with respect to the proposals?
A:
Your bank, broker, trust or other nominee will NOT have the power to vote your shares of Concentrix common stock at the special meeting unless you provide instructions to your bank, broker, trust or other nominee on how to vote. You should instruct your bank, broker, trust or other nominee on how to vote your shares with respect to the proposals, using the instructions provided by your bank, broker, trust or other nominee. You may be able to vote by telephone or through the internet if your bank, broker, trust or other nominee offers these options.
Q:
What if I fail to instruct my bank, broker, trust or other nominee how to vote?
A:
Brokers who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not allowed to exercise their voting discretion with respect to the approval of matters determined to be “non-routine” without specific instructions from the beneficial owner. It is expected that all proposals to be voted on at the special meeting are “non-routine” matters. Broker non-votes occur when a broker or nominee is not instructed by the beneficial owner of shares to vote on a particular proposal for which the broker does not have discretionary voting power.
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If you are a stockholder of Concentrix and you do not instruct your bank, broker, trust or other nominee on how to vote your shares:
your bank, broker, trust or other nominee may not vote your shares on the Share Issuance Proposal, which broker non-votes, if any, will have no effect on the outcome of such proposal (assuming a quorum is present); and
your bank, broker, trust, or other nominee may not vote your shares on the Adjournment Proposal, which broker non-votes, if any, will have no effect on the outcome of such proposal (regardless of whether a quorum is present).
Q:
May I change my vote after I have mailed my proxy card or after I have submitted my proxy by telephone or through the internet?
A:
Yes. You may revoke your proxy or change your vote at any time before it is voted at the special meeting. You may revoke your proxy by delivering a signed written notice of revocation stating that the proxy is revoked and bearing a date later than the date of the proxy delivered to Concentrix Corporation, Attention: Corporate Secretary, 39899 Balentine Drive, Suite 235, Newark, California 94560. You may also revoke your proxy or change your vote by submitting another proxy by telephone or through the internet in accordance with the instructions on the enclosed proxy card. You may also submit a later-dated proxy card relating to the same shares. If you voted by completing, signing, dating and returning the enclosed proxy card, you should retain a copy of the voter control number found on the proxy card in the event that you later decide to revoke your proxy or change your vote by telephone or through the internet. Alternatively, your proxy may be revoked or changed by attending the special meeting via the virtual meeting website and voting at the meeting. However, simply attending the special meeting without voting will not revoke or change your proxy.
“Street name” holders of shares of Concentrix common stock should contact their bank, broker, trust or other nominee to obtain instructions as to how to revoke or change their proxies. If you have instructed a bank, broker, trust or other nominee to vote your shares of Concentrix common stock, you must follow the instructions received from your bank, broker, trust or other nominee to change your vote.
All properly submitted proxies received by us before the special meeting that are not revoked or changed prior to being exercised at the special meeting will be voted at the special meeting in accordance with the instructions indicated on the proxies or, if no instructions were provided, “FOR” each of the proposals.
Q:
What does it mean if I receive more than one proxy card?
A:
If you receive more than one proxy card, it means that you hold shares of Concentrix common stock that are registered in more than one account. For example, if you own your shares in various registered forms, such as jointly with your spouse, as trustee of a trust or as custodian for a minor, you will receive, and you will need to sign and return, a separate proxy card for those shares because they are held in a different form of record ownership. Therefore, to ensure that all of your shares of Concentrix common stock are voted, you will need to submit your proxies by mailing in each proxy card you receive or by telephone or through the internet by using the different voter control number(s) on each proxy card.
Q:
What is householding and how does it affect me?
A:
The SEC permits companies to send a single set of certain disclosure documents to any household at which two or more stockholders reside, unless contrary instructions have been received, but only if the company provides advance notice and follows certain procedures. In such cases, each stockholder continues to receive a separate notice of the meeting and proxy card. This householding process reduces the volume of duplicate information and reduces printing and mailing expenses. If your family has multiple accounts holding shares of Concentrix common stock, you may have already received a householding notification. For additional information, see the section entitled “Householding of Proxy Material.”
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Q:
What happens if I sell my shares of Concentrix common stock before the special meeting?
A:
The Record Date is earlier than the expected date of completion of the Transaction. If you own shares of Concentrix common stock as of the close of business on the Record Date but transfer your shares prior to the special meeting, you will retain your right to vote at the special meeting.
Q:
Do I have appraisal rights in connection with the Transaction?
A:
Concentrix’ stockholders do not have appraisal rights in connection with the Transaction.
Q:
When is the Transaction expected to be completed?
A:
We are working toward completing the Transaction as quickly as possible. We currently anticipate that the Transaction will be completed in the second half of the calendar year 2023, but we cannot be certain when or if the conditions to the Transaction will be satisfied or, to the extent permitted, waived. The Transaction cannot be completed until the conditions to closing are satisfied (or, to the extent permitted, waived). For additional information, see the section entitled “The Share Purchase and Contribution Agreement—Conditions to the Transaction.”
Q:
What happens if the Transaction is not completed?
A:
If the Share Issuance Proposal is not approved by Concentrix’ stockholders or if the Transaction is not completed for any other reason, the Share Purchase and Contribution Agreement will be void and have no effect, and there will not be any liability or obligation on the part of any party, except that:
no termination will relieve any party from liability for any Willful Breach or Fraud;
no termination will affect the obligations of the parties contained in the confidentiality agreement between Concentrix and Webhelp Parent; and
certain other provisions of the Share Purchase and Contribution Agreement, including provisions with respect to the allocation of fees and expenses, including, if applicable, the termination fees described below, will survive such termination.
If the Share Purchase and Contribution Agreement is terminated because (i) the Board fails to approve or withdraws its approval of the Transaction or fails to recommend that stockholders of Concentrix approve the issuance of shares of Concentrix common stock in connection with the Transaction on the terms and subject to the conditions set forth in the Share Purchase and Contribution Agreement or (ii) Concentrix breaches its covenant not to solicit an alternative acquisition proposal of Concentrix or its subsidiaries, each of the foregoing more fully described in the sections entitled “The Share Purchase and Contribution Agreement —Covenants and Agreements—No Solicitation; —Change of Recommendation,” Concentrix is required to pay Webhelp Parent a termination fee of $110.0 million, and in the event the Share Purchase and Contribution Agreement is terminated because the approval of Concentrix’ stockholders shall not have been obtained, or certain other events, Concentrix is required to reimburse Webhelp Parent for their reasonable costs and expenses incurred by Webhelp Parent directly related to the Transaction of up to $31.0 million. For additional information, see the section entitled “The Share Purchase and Contribution Agreement—Termination Fees.”
Q:
Are there any requirements if I plan on attending the special meeting?
A:
The special meeting will be held via live audio webcast only. Any stockholder of record will be able to attend the special meeting by visiting www.virtualshareholdermeeting.com/CNXC2023SM and entering the unique 16-digit control number that was included on your proxy card. Stockholders will be able to listen, vote and submit questions during the virtual meeting. Instructions on how to vote during the meeting will be available on the virtual meeting website during the meeting.
If you are a registered holder, your virtual control number will be on your proxy card. If you hold your shares in a brokerage account or through a bank, trust or other nominee, your broker, bank, trust or other
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nominee is responsible for providing you with instructions on how to vote. If you are a beneficial owner and want to vote your shares of Concentrix common stock at the virtual meeting, you will need the unique 16-digit control number that appears on the instructions that accompanied the proxy materials that you received.
Q:
Where can I find more information about Concentrix?
A:
Concentrix files periodic reports, proxy statements and other information with the SEC. Our SEC filings are available to the public at the SEC’s website at www.sec.gov. For a more detailed description of the information available, see the section entitled “Where You Can Find More Information.” You can also find more information, including an investor presentation related to the Transaction, on Concentrix’ website at https://www.concentrix.com. For the avoidance of doubt, disclosures on Concentrix’ website are not incorporated by reference into this proxy statement.
Q:
Where can I find more information about Webhelp Parent and Webhelp?
A:
Webhelp Parent is the parent entity of Webhelp. For a description of Webhelp and Webhelp Parent’s businesses, see the sections entitled “Description of Webhelp Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Webhelp Parent.” You can also find more information on Webhelp’s website at https://webhelp.com. For the avoidance of doubt, disclosures on Webhelp’s website are not incorporated by reference into this proxy statement.
Q:
Who can help answer my questions?
A:
For additional questions about the Transaction, assistance in submitting proxies or voting shares of Concentrix common stock, or additional copies of this proxy statement or the enclosed proxy card, please contact:
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
Stockholders may call toll-free: (877) 750-0831
Banks and Brokers may call collect: (212) 750-5833
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain information in this proxy statement constitutes “forward-looking statements.” Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words such as “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “seeks,” “targets” or words of similar meaning, or future or conditional verbs, such as “will,” “should,” “could,” “may,” “would,” “aims,” “intends” or “projects.” However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. We caution that forward-looking statements are qualified by the existence of certain risks and uncertainties that could cause actual results and events to differ materially from what is contemplated by the forward-looking statements. Factors that could cause our actual results to differ materially from these forward-looking statements may include, without limitation:
the occurrence of any event, change or other circumstances that could give rise to the termination of the Share Purchase and Contribution Agreement;
the closing conditions of the Transaction may not be satisfied in a timely manner or at all, including due to the failure to obtain Concentrix’ stockholder approval and required regulatory approvals;
Concentrix may not be able to obtain financing for the Transaction on a favorable basis, if at all;
the announcement and pendency of the Transaction may disrupt our business operations (including the threatened or actual loss of staff, clients or suppliers);
Concentrix could experience financial or other setbacks if the transaction encounters unanticipated problems;
difficulties and delays in integrating the businesses of Concentrix and Webhelp following completion of the Transaction or fully realizing the anticipated cost synergies and other benefits expected from the Transaction;
risks related to the diversion of the attention and time of Concentrix’ or Webhelp’s respective management teams from ongoing business concerns;
the dilution of Concentrix’ stockholders’ ownership percentage of the combined company as compared to their ownership percentage of Concentrix prior to the Transaction;
the potential dilution of the combined company’s earnings per share as a result of the Transaction;
the possibility that the combined company’s results of operations, cash flows and financial position after the Transaction may differ materially from the unaudited pro forma condensed combined financial information contained in this proxy statement;
fluctuations in currency exchange rates and their impact on the U.S. dollar cost for euro-denominated obligations, including the Cash Purchase Price;
risks related to general economic conditions, including consumer demand, interest rates, inflation, supply chains and the effects of the conflict in Ukraine;
cyberattacks on Concentrix’, Webhelp’s or their respective clients’ networks and information technology systems;
failure of Concentrix’ or Webhelp’s staff and contractors to adhere to their or their clients’ controls and processes;
the inability to protect personal and proprietary information;
the inability to execute on Concentrix’ digital customer experience strategy;
the loss of key personnel or the inability to attract and retain staff with the skills and expertise needed for Concentrix’ business;
increases in the cost of labor;
the effects of the COVID-19 pandemic and other communicable diseases, natural disasters, adverse weather conditions or public health crises;
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geopolitical, economic and climate- or weather-related risks in regions with a significant concentration of Concentrix’ or Webhelp’s operations;
the inability to successfully identify, complete and integrate strategic acquisitions or investments, including the integration with Webhelp;
competitive conditions in Concentrix’ and Webhelp’s industry and consolidation of their competitors;
higher than expected tax liabilities;
the demand for customer experience solutions and technology;
variability in demand by Concentrix’ or Webhelp’s clients or the early termination of Concentrix’ or Webhelp’s client contracts;
the level of business activity of Concentrix’ or Webhelp’s clients and the market acceptance and performance of their products and services;
the operability of Concentrix’ and Webhelp’s communication services and information technology systems and networks;
changes in law, regulations or regulatory guidance;
damage to Concentrix’ or Webhelp’s reputation through the actions or inactions of third parties;
investigative or legal actions; and
the other risk factors discussed in the section of this proxy statement entitled “Risk Factors.”
The foregoing list of factors should not be construed as exhaustive. Concentrix can give no assurance that the expectations expressed or implied in the forward-looking statements contained herein will be attained. The statements made in this proxy statement are current as of the date of this proxy statement only. Concentrix undertakes no obligation to publicly update or revise any forward-looking statements or any other information contained herein, whether as a result of new information, future events or otherwise, except as required by law or regulation. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.
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RISK FACTORS
In deciding whether to vote for the Share Issuance Proposal and the Adjournment Proposal, you are urged to carefully consider all of the information included or incorporated by reference in this proxy statement, which are listed in the section entitled “Where You Can Find More Information.” You should also read and consider the risks associated with each of the businesses of Concentrix and Webhelp because these risks will also affect the combined company. The risks associated with the business of Concentrix can be found in the Concentrix Annual Report on Form 10-K for the year ended November 30, 2022 under the heading “Risk Factors,” as such risks may be updated or supplemented in Concentrix’ subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, such risk factors which are incorporated by reference into this proxy statement. Risks associated with the business of Webhelp can be found below in the section entitled “Risks Relating to Webhelp.” In addition, you are urged to carefully consider the following material risks relating to the Transaction and the business of the combined company.
Risks Relating to the Transaction
Concentrix’ stockholders will have reduced ownership and voting interest in and will exercise less influence over management of the combined company.
Concentrix’ stockholders currently have the right to vote in the election of the Board and on other matters affecting Concentrix. Upon consummation of the Transaction, each stockholder of Concentrix will become a stockholder of the combined company with a percentage ownership of the combined company that is smaller than such stockholder’s percentage ownership of Concentrix immediately prior to the Transaction. As of the date of this proxy statement, based on the number of shares of Concentrix common stock that are outstanding as of the Record Date, Concentrix estimates that Concentrix’ stockholders as of immediately prior to the completion of the Transaction will hold, in the aggregate, approximately 77.8% of the issued and outstanding shares of common stock of the combined company immediately following the completion of the Transaction, assuming no issuance of the Earnout Shares, and 76.9% of the issued and outstanding shares of common stock of the combined company immediately following the completion of the Transaction assuming the issuance of all of the Earnout Shares. Sellers as of immediately prior to the completion of the Transaction will hold, in the aggregate, approximately 22.2% of the issued and outstanding shares of common stock of the combined company immediately following the completion of the Transaction, assuming no issuance of the Earnout Shares, and 23.1% of the issued and outstanding shares of common stock of the combined company immediately following the completion of the Transaction assuming the issuance of all of the Earnout Shares. Accordingly, Concentrix’ stockholders will have less influence on the management and policies of the combined company than they now have on the management and policies of Concentrix.
Obtaining required approvals and satisfying closing conditions may prevent or delay completion of the Transaction.
The Transaction is subject to a number of conditions to closing as specified in the Share Purchase and Contribution Agreement, including, (i) the completion of the required works councils consultations, which was completed in late April 2023, (ii) the approval of the Share Issuance Proposal by Concentrix’ stockholders, (iii) the HSR Act Clearance, which occurred on May 15, 2023, and the filing, consent, clearance, authorization or approval pursuant to other merger control and regulatory laws, (iv) no law, order, injunction or decree will be in effect that prevents, makes illegal or prohibits the Transaction, and (v) the Concentrix common stock to be issued in the Transaction will have been authorized for listing on Nasdaq. No assurance can be given that the required stockholder consents and approvals will be obtained or that the required conditions to closing will be satisfied, and, if all required consents and approvals are obtained and the conditions are satisfied, no assurance can be given as to the terms, conditions and timing of the consents and approvals. Any delay in completing the Transaction could cause the combined company not to realize, or to be delayed in realizing, some or all of the benefits that Concentrix expects to achieve if the Transaction is successfully completed within its expected time frame. For a more complete summary of the conditions that must be satisfied or waived prior to completion of the Transaction, see the section entitled “The Share Purchase and Contribution Agreement—Conditions to the Transaction.”
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Completion of the Transaction requires certain governmental authorizations, and if such authorizations are not granted, the Transaction cannot be completed.
Completion of the Transaction is conditioned upon the expiration or early termination of the waiting period relating to the Transaction under the HSR Act, which occurred on May 15, 2023, and other similar antitrust laws in certain other countries as well as certain other applicable laws or regulations and the governmental authorizations required to complete the Transaction having been obtained and being in full force and effect. Although Concentrix and Webhelp Parent have agreed in the Share Purchase and Contribution Agreement to use their reasonable best efforts, subject to certain limitations, to make certain governmental filings or obtain the required governmental authorizations, as the case may be, there can be no assurance that the relevant waiting periods will expire or authorizations will be obtained, and if such authorizations are not obtained, the Transaction will not be completed.
The Share Purchase and Contribution Agreement may be terminated in accordance with its terms.
Either Concentrix or Webhelp Parent may terminate the Share Purchase and Contribution Agreement under certain circumstances, including, among other reasons, if the Transaction is not completed by March 29, 2024 (which date may be extended to June 29, 2024 under circumstances if certain regulatory approvals have not been obtained by March 29, 2024, then again to September 29, 2024 under such circumstances if certain regulatory approvals have not been obtained by June 29, 2024, then again to December 29, 2024 if such regulatory approvals have not been obtained by September 29, 2024). In addition, if the Share Purchase and Contribution Agreement is terminated under certain circumstances specified in the Share Purchase and Contribution Agreement, Concentrix may be required to pay Webhelp Parent a termination fee of up to $110.0 million, including certain circumstances in which the Board effects a change of recommendation (as defined in the section entitled “The Share Purchase and Contribution Agreement—Change of Recommendation”) or under certain circumstances where Concentrix enters into an agreement with respect to (or consummates) a superior proposal following the termination of the Share Purchase and Contribution Agreement.
See the section entitled “The Share Purchase and Contribution Agreement—Termination Fees” for a more complete discussion of the circumstances under which the Share Purchase and Contribution Agreement could be terminated and when a termination fee may be payable by Concentrix or Webhelp Parent.
Concentrix may waive one or more of the closing conditions without re-soliciting stockholder approval.
Concentrix may determine to waive, in whole or part, to the extent permissible under applicable law, one or more of the conditions of its obligations to consummate the Transaction. Concentrix currently expects to evaluate the materiality of any waiver and its effect on Concentrix’ stockholders in light of the facts and circumstances at the time to determine whether any amendment of this proxy statement or any re-solicitation of proxies or voting cards is required in light of such waiver. Any determination whether to waive any condition to the Transaction or as to re-soliciting stockholder approval or amending this proxy statement as a result of a waiver will be made by Concentrix at the time of such waiver based on the facts and circumstances as they exist at that time.
Concentrix and Webhelp’s business relationships may be subject to disruption due to uncertainty associated with the Transaction.
Parties with which Concentrix or Webhelp do business may experience uncertainty associated with the Transaction, including with respect to current or future business relationships with us, Webhelp or the combined business. Concentrix and Webhelp’s business relationships may be subject to disruption as clients, vendors and others may attempt to negotiate changes in existing business relationships or consider entering into business relationships with parties other than Concentrix, Webhelp or the combined business. These disruptions could have a material and adverse effect on the businesses, financial condition, results of operations or prospects of the combined business, including a material and adverse effect on our ability to realize the anticipated benefits of the Transaction. The risk and adverse effect of such disruptions could be exacerbated by a delay in completion of the Transaction or termination of the Share Purchase and Contribution Agreement.
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Failure to complete the Transaction could negatively impact the stock price and the future business and financial results of Concentrix.
If the Transaction is not completed for any reason, including Concentrix’ stockholders’ failing to approve the issuance of the Concentrix common stock in connection with the Transaction, the ongoing business of Concentrix may be adversely affected and, without realizing any of the benefits of having completed the Transaction, Concentrix would be subject to a number of risks, including the following:
We may experience negative reactions from the financial markets, including negative impacts on our stock price, and from our clients, staff and vendors;
We may be required to pay Webhelp Parent a fee of up to approximately $110.0 million if the Transaction is not consummated;
We will be required to pay certain transaction expenses and other costs relating to the Transaction, whether or not the Transaction is completed;
The Share Purchase and Contribution Agreement places certain restrictions on the conduct of our business prior to completion of the Transaction; and
Matters relating to the Transaction (including integration planning) will require substantial commitments of time and resources by our management, which would otherwise have been devoted to day-to-day operations and other opportunities that may have been beneficial to us as an independent company.
There can be no assurance that the risks described above will not materialize. If any of those risks materialize, they may materially and adversely affect Concentrix’ businesses, financial condition, financial results and stock price.
Concentrix and Webhelp may have difficulty attracting, motivating and retaining executives and other key staff in light of the Transaction.
Uncertainty about the effect of the Transaction on Concentrix and Webhelp staff, may have an adverse effect on each of Concentrix and Webhelp separately and consequently the combined business. This uncertainty may impair Concentrix’ and Webhelp’s ability to attract, retain and motivate key personnel until the Transaction is completed. Staff retention may be particularly challenging during the pendency of the Transaction, as staff of Concentrix and Webhelp may experience uncertainty about their future roles with the combined business. Furthermore, if key staff of Concentrix or Webhelp depart or are at risk of departing, including because of issues relating to the uncertainty and difficulty of integration, financial security or a desire not to become staff members of the combined business, we may have to incur significant costs in retaining such individuals or in identifying, hiring and retaining replacements for departing staff, and our ability to realize the anticipated benefits of the Transaction may be adversely affected.
Stockholder lawsuits relating to the Transaction may be filed against us, which could result in substantial costs and may delay or prevent the Transaction from being completed.
Stockholder lawsuits are often brought against companies that have entered into transactions of this nature. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on our liquidity and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting consummation of the Transaction, then that injunction may delay or prevent the Transaction from being completed.
The proposed acquisition of Webhelp and the incurrence of debt to fund the proposed acquisition of Webhelp may impact our financial position and subject us to additional financial and operating restrictions.
As of May 31, 2023, we had approximately $2.1 billion of total debt. We expect to incur a substantial amount of additional debt in connection with the proposed acquisition of Webhelp. We expect that upon completion of the proposed acquisition of Webhelp and the related financing transactions, our total debt will increase to approximately $5.2 billion. In addition, we expect to have capacity to incur significant additional debt in excess of $5.2 billion to fund our working capital needs and for other corporate purposes. If we are unable to raise
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financing on acceptable terms, we may need to rely on the Bridge Facility, which would result in higher borrowing costs and will have a shorter maturity than those anticipated from long-term debt financing alternatives. In addition, if we are unable to obtain long-term debt financing on the terms we anticipate, then such alternative long-term debt financing may subject us to higher costs of borrowing, and additional financial and operating covenants, which may limit our flexibility in responding to our business needs. We expect to obtain long-term unsecured debt financing in lieu of all or a portion of the commitments provided under the Acquisition Tranche of the Bridge Facility. However, there can be no assurance we will be able to obtain such permanent debt financing or that it will be on acceptable terms. In addition, we anticipate that as a result of the debt we expect to incur to finance the proposed acquisition, our credit and the long-term debt financing will be rated by credit rating agencies. Any potential future negative change in our credit ratings may: make it more expensive for us to raise long-term permanent financing on terms that are acceptable to us or to raise additional capital on terms that are acceptable to us, if at all; negatively impact the price of our common stock; increase our overall cost of capital; and have other negative implications on our business, many of which are beyond our control.
We will incur significant transaction and integration-related costs in connection with the Transaction.
We will incur significant transaction costs related to the Transaction and significant integration-related fees and costs related to formulating and implementing integration plans, including facilities and systems consolidation costs and staff-related costs. We continue to assess the magnitude of these costs, and additional unanticipated costs may be incurred in the Transaction and the integration of Webhelp into our business. Although we expect that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, should allow us to offset integration-related costs over time, this net benefit may not be achieved in the near term, or at all.
If our due diligence investigation of Webhelp was inadequate or if unexpected risks related to Webhelp’s business materialize, it could have a material adverse effect on our stockholders’ investment.
Even though we conducted a due diligence investigation of Webhelp, we cannot be sure that our diligence surfaced all material issues that may be present inside Webhelp or its business, or that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of Webhelp and its business and outside of its control will not arise later. If any such material issues arise, they may materially and adversely impact the ongoing business of the combined company and our stockholders’ investment.
There is no guarantee that the value of the aggregate consideration being issued in the Transaction will align with the value of the Shares being acquired at closing.
The outstanding capital stock of Webhelp Parent is privately held and is not traded in any public market. The lack of a public market makes it difficult to determine the fair market value of Webhelp Parent and the Shares that we will be acquiring in the Transaction. Additionally, the aggregate consideration for the Shares is set forth in the Share Purchase and Contribution Agreement as a result of negotiations between the parties and includes, in addition to the Closing Cash Payment and Sellers’ Note, a fixed number of shares of Concentrix common stock (both the Closing Shares and the Earnout Shares). Because these share amounts are fixed, they will not adjust to factor in any change in the value of Concentrix common stock between signing and closing. As a result, there is no guarantee that the value of the aggregate consideration being issued in the Transaction will align with the actual value of the Shares being acquired by us at closing.
The amount of Acquisition-Related Cash Costs in U.S. dollars may be affected by fluctuations in the exchange rate between U.S. dollars and euros.
Volatility in the euro to U.S. dollar exchange rate may increase the U.S. dollar equivalent of the Acquisition-Related Cash Costs that are denominated in euros. Although we have entered into a foreign currency hedge with respect to a significant portion of the Acquisition-Related Cash Costs, the hedge is not intended to offset the entire effect of movements in foreign currency exchange rates. As a result, there is no guarantee that the amount of U.S. dollars necessary to complete the Transaction will not differ materially from the anticipated Acquisition-Related Cash Costs.
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The Opinion of J.P. Morgan rendered to the Board does not reflect changes in circumstances, developments or events that may have occurred or may occur after the date of the Opinion.
J.P. Morgan, Concentrix’ financial advisor in connection with the Transaction, delivered to the Board the Opinion, to the effect that, as of such date and based upon and subject to the factors and assumptions set forth in the Opinion, the consideration to be paid by Concentrix and Purchaser in the Transaction was fair, from a financial point of view, to Concentrix.
The Board has not obtained an updated opinion from J.P. Morgan since the date of the Opinion and does not expect to receive an updated, revised or reaffirmed opinion prior to the completion of the Transaction. The Opinion was necessarily based on economic, market and other conditions as in effect on, and the information made available to J.P. Morgan as of, the date of the Opinion. The Opinion noted that subsequent developments may affect the Opinion and that J.P. Morgan does not have any obligation to update, revise, or reaffirm the Opinion. Changes in the operations and prospects of Concentrix or Webhelp Parent, general market and economic conditions and other factors that may be beyond the control of Concentrix or Webhelp Parent, and on which the Opinion was based, may significantly alter the value of Concentrix or Webhelp Parent or the price of the shares of Concentrix common stock or of the Sellers’ Shares by the time the Transaction is completed. The Opinion does not speak as of the time the Transaction will be completed or as of any date other than the date of the Opinion. Because J.P. Morgan will not be updating the Opinion, such Opinion will not address the fairness of the Transaction Consideration, from a financial point of view, at the time the Transaction is completed. For a description of the Opinion, see the section entitled “The Transaction—Opinion of J.P. Morgan Securities LLC.”
Risks Relating to the Combined Company
After completion of the Transaction, we may fail to realize the anticipated benefits of the Transaction, which could adversely affect the value of our common stock.
The success of the Transaction will depend, in part, on our ability to realize the anticipated benefits from combining the businesses of Concentrix and Webhelp. Our ability to realize these anticipated benefits and cost savings is subject to certain risks including:
our ability to successfully combine the businesses of Concentrix and Webhelp;
whether the combined businesses will perform as expected;
the incurrence of indebtedness to finance the acquisition and the need to dedicate a greater amount of cash flow from operations to make payments on our indebtedness; and
the assumption of known and unknown liabilities of Webhelp.
If we are not able to successfully combine the businesses of Concentrix and Webhelp within the anticipated time frame, or at all, the anticipated cost savings and other benefits of the Transaction may not be realized fully or at all or may take longer to realize than expected, the combined businesses may not perform as expected, and the value of our common stock may be adversely affected.
Concentrix and Webhelp have operated and, until completion of the Transaction, will continue to operate, independently, and there can be no assurances that our businesses can be integrated successfully. It is possible that the integration process could result in the loss of key Concentrix or Webhelp staff, the disruption of either or both company’s ongoing businesses, higher than expected integration costs and an overall post-completion integration process that takes longer than originally anticipated. Specifically, issues that must be addressed to realize the anticipated benefits of the Transaction so the combined business performs as expected include, among other things:
identifying and adopting the best practices of the two organizations to position the combined business for future growth;
integrating the companies’ technologies, systems and services;
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harmonizing the companies’ operating practices, reporting structure, staff development and compensation programs, internal controls and other policies, procedures and processes, including compliance by the acquired operations with generally accepted accounting principles in the United States and the documentation and testing of internal control procedures under Section 404 of the Sarbanes-Oxley Act;
rebranding operations and addressing possible differences in business backgrounds, corporate cultures and management philosophies;
consolidating the companies’ corporate, administrative and information technology infrastructure;
maintaining existing agreements with clients and avoiding delays in entering into new agreements with prospective clients; and
identifying and eliminating redundant assets and expenses and consolidating locations of Concentrix and Webhelp that are currently in close proximity to each other.
In addition, at times, the attention of certain members of either or both companies’ management and resources may be focused on completion of the Transaction and the integration of the businesses of the two companies and diverted from day-to-day business operations, which may disrupt each company’s ongoing business and the business of the combined company.
The market price for shares of common stock of the combined company following the completion of the Transaction may be affected by factors different from, or in addition to, those that historically have affected or currently affect the market prices of shares of Concentrix common stock.
Upon consummation of the Transaction, Concentrix’ stockholders and the Sellers will both hold shares of common stock in the combined company. The results of operations of the combined company will be affected by some factors that are different from those currently or historically affecting the results of operations of Concentrix and those currently or historically affecting the results of operations of Webhelp. The results of operations of the combined company may also be affected by factors different from those that currently affect or have historically affected either Concentrix or Webhelp. For a discussion of the businesses of each of Concentrix and Webhelp and some important factors to consider in connection with those businesses, please see the section entitled “Parties to the Transaction” and the documents and information included elsewhere in this proxy statement or incorporated by reference into this proxy statement and listed under the section entitled “Where You Can Find More Information.”
The Concentrix and Webhelp unaudited prospective financial information is inherently subject to uncertainties, the unaudited pro forma condensed combined financial information included in this document is preliminary and the combined company’s actual financial position and results of operations after the Transaction may differ materially from these estimates and the unaudited pro forma condensed combined financial information included in this proxy statement.
The unaudited pro forma condensed combined financial information included in this proxy statement is presented for illustrative purposes only, contains a variety of adjustments, assumptions and preliminary estimates and is not necessarily indicative of what the combined company’s actual financial position or results of operations would have been had the Transaction been completed on the dates indicated. The combined company’s actual results and financial position after the Transaction may differ materially and adversely from the unaudited pro forma condensed combined financial information included in this proxy statement. For more information, see the section entitled “Concentrix Unaudited Pro Forma Condensed Combined Financial Statements.”
While presented with numeric specificity, the Concentrix and Webhelp unaudited prospective financial information provided in this proxy statement is based on numerous variables and assumptions (including, but not limited to, those related to industry performance and competition and general business, economic, market and financial conditions and additional matters specific to Concentrix’ or Webhelp’s business, as applicable) that are inherently subjective and uncertain and are beyond the control of the respective management teams of Concentrix and Webhelp. As a result, actual results may differ materially from the unaudited prospective financial information. Important factors that may affect actual results and cause these unaudited projected financial forecasts to not be achieved include, but are not limited to, risks and uncertainties relating to Concentrix’ or
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Webhelp’s business, as applicable (including each company’s ability to achieve strategic goals, objectives and targets over applicable periods), general business and economic conditions. For more information see the section entitled “The Transaction—Certain Concentrix Projections.”
Certain Sellers will be able to exercise influence over the composition of the Board, matters subject to stockholder approval and/or Concentrix’ operations.
Upon the completion of the Transaction, the number of shares of Concentrix common stock issuable as a portion of the Transaction Consideration will be 14,861,885 shares at closing, and of those shares, GBL and Olivier Duha will be issued 8,772,284 shares and 1,535,656 shares, respectively, which represent approximately 13.1% and 2.3% of the outstanding shares of Concentrix common stock, based on the number of outstanding shares of Concentrix common stock as of the Record Date and assuming the issuance of the Closing Shares. Assuming the issuance of all of the Earnout Shares, GBL and Olivier Duha would be issued an additional 442,691 shares and 77,479 shares, respectively, resulting in aggregate holdings by GBL and Olivier Duha of approximately 13.6% and 2.4% of the outstanding shares of Concentrix common stock, based on the number of outstanding shares as of the Record Date and assuming the issuance of the Closing Shares and the Earnout Shares.
In connection with the proposed Transaction, on March 29, 2023, Concentrix entered into the Investor Rights Agreement with the Major Webhelp Stockholders. The Investor Rights Agreement, among other things, provides that following the closing of the Transaction, GBL shall have the right to nominate a certain number of directors, up to a maximum of two (2), depending on the percentage of the outstanding shares of Concentrix common stock held by GBL and/or certain of its affiliates and Olivier Duha, as applicable, as further described in the section entitled “Investor Rights Agreement.” The Investor Rights Agreement becomes effective on, and subject to, the closing of the Transaction.
As a result of the Concentrix common stock that will be held by affiliates of GBL and Olivier Duha and the Investor Rights Agreement described above, GBL and, to a lesser extent, Olivier Duha may be able to influence (subject to organizational documents and Delaware law) the composition of the Board and thus, potentially, the outcome of corporate actions requiring stockholder approval, such as mergers, business combinations and dispositions of assets, among other corporate transactions. This concentration of investment and voting power, in addition to our current concentration of investment and voting power among certain large stockholders, could discourage others from initiating a potential merger, takeover or other change of control transaction that may otherwise be beneficial to Concentrix and its stockholders, which could adversely affect the market price of Concentrix common stock.
Risks Relating to Webhelp
Because Concentrix and Webhelp operate similar businesses in similar industries, the risks relating to Webhelp and its business are generally the same as the risks relating to Concentrix and its business. This section should be read in conjunction with the risks relating to Concentrix and its business disclosed in Concentrix’ filings with the SEC.
Webhelp’s results of operations could be adversely affected by global geopolitical conditions, including the ongoing conflict between Russia and Ukraine, and the effects of these conditions on its and its clients’ businesses and levels of business activity.
A material portion of Webhelp’s revenue is derived from clients in Europe, and global geopolitical tensions and actions that governments take in response may adversely impact Webhelp. For example, in response to the ongoing conflict between Russia and Ukraine, certain countries in which Webhelp operates have imposed and may further impose broad sanctions or other restrictive actions against governmental and other entities in Russia. The prolonged conflict has resulted in increased political uncertainties and volatility in the global economy, which has affected businesses around the world, including Webhelp’s clients. Although Webhelp does not have any employees or operations based in Russia or Ukraine, it has operations and clients in surrounding countries that may be impacted by the continuation or escalation of the conflict, which may adversely impact Webhelp’s business, profitability, results of operations and financial condition.
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Webhelp Parent's consolidated financial statements for the year ended December 31, 2020 are not audited in accordance with generally accepted accounting standards in the United States.
Pursuant to relief set forth in financial reporting guidance provided by the SEC relating to prior year financial statements of a foreign target that were not previously audited, Webhelp Parent's consolidated financial statements for the year ended December 31, 2020 contained in this proxy statement are not audited in accordance with generally accepted accounting standards in the United States. For more information, see the section entitled “Index to Consolidated Financial Statements of Webhelp Parent.”
Risks Relating to Concentrix
Concentrix’ business will continue to be subject to the risks described in the sections entitled “Risk Factors” in Concentrix’ Annual Report on Form 10-K for the year ended November 30, 2022, and in other documents incorporated by reference into this proxy statement. See the section entitled “Where You Can Find More Information” for the location of information incorporated by reference into this proxy statement.
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PARTIES TO THE TRANSACTION
Concentrix Corporation
We are a leading global provider of Customer Experience (“CX”) solutions and technology that help iconic and disruptive brands drive deep understanding, full lifecycle engagement, and differentiated experiences for their end-customers. We provide end-to-end capabilities, including CX process optimization, technology innovation and design engineering, front- and back-office automation, analytics and business transformation services to clients in five primary industry verticals. Our differentiated portfolio of solutions supports Fortune Global 500 as well as new economy clients across the globe in their efforts to deliver an optimized, consistent brand experience across all channels of communication, such as voice, chat, email, social media, asynchronous messaging, and custom applications. We strive to deliver exceptional services globally supported by our deep industry knowledge, technology and security practices, talented people, and digital and analytics expertise.
On December 1, 2020, Concentrix and our technology-infused CX solutions business were separated from SYNNEX Corporation, now known as TD SYNNEX Corporation (“TD SYNNEX”), through a tax-free distribution of all of the issued and outstanding shares of our common stock to TD SYNNEX stockholders (such separation and distribution, the “spin-off”). TD SYNNEX stockholders received one share of Concentrix common stock for each share of TD SYNNEX common stock held as of the close of business on November 17, 2020. As a result of the spin-off, we became an independent public company and Concentrix common stock commenced trading on Nasdaq under the symbol “CNXC” on December 1, 2020.
Concentrix’ principal executive offices are located at 39899 Balentine Drive, Newark, California, 94560, and our telephone number is +1 (800) 747-0583.
Our website address is www.concentrix.com. The information provided on our website is not part of this proxy statement and is not incorporated by reference in this proxy statement by this or any other reference to our website in this proxy statement.
Additional information about Concentrix is contained in our public filings, which are incorporated by reference in this proxy statement. See the section entitled “Where You Can Find More Information” for more information.
OSYRIS S.à r.l.
OSYRIS S.à r.l. is 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 Concentrix. OSYRIS S.à r.l. has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the Transaction.
OSYRIS S.à r.l.’s principal executive offices are located at 63-65, rue de Merl, L-2146 Luxembourg, Grand Duchy of Luxembourg and its telephone number is +352 22 72 36 705.
Marnix Lux SA
Marnix Lux SA, a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg and the parent company of Webhelp SAS.
The principal executive offices of Marnix Lux SA are located at 2, rue Edward Steichen, L-2540 Luxembourg, Grand-Duchy of Luxembourg and its telephone number is +352 284 806 84 – 100.
Seller Representatives
Sandrine Asseraf is the representative of the PoA Sellers (as defined in the Share Purchase and Contribution Agreement). Sandrine Asseraf is the general counsel of Webhelp SAS. Her principal executive office is located at 3-5, rue d’Héliopolis, 75017 Paris, France and her telephone number is +33 1 44 40 33 40.
Priscilla Maters is the representative of Frédéric Jousset and the Sellers affiliated with GBL. Priscilla Maters is the general counsel of GBL. Her principal executive office is located at Avenue Marnix 24, 1000 Brussels, Belgium and her telephone number is +32 2 289 17 52.
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Sapiens S.à r.l. is the representative of the Non-PoA Sellers (as defined in the Share Purchase and Contribution Agreement). Its principal executive offices are located at 19-21 Route d’Arlon, 8009 Strassen, Grand Duchy of Luxembourg, and its telephone number is +352 263 849.
Sellers
Groupe Bruxelles Lambert
Founded in 1906, Groupe Bruxelles Lambert (“GBL”) is an established investment holding company listed on the Euronext Brussels, with a net asset value of €19 billion and a market capitalization of €12 billion at the end of March 2023. GBL is focused on long-term value creation and relying on a stable and supportive family shareholder base.
GBL is incorporated in Belgium. Its principal executive offices are located at Avenue Marnix 24, 1000 Brussels, Belgium, and its telephone number is +32 2 289 17 52. GBL’s website address is www.gbl.be. Information contained on GBL’s website does not constitute part of this proxy statement. GBL’s stock is publicly traded on the Euronext Brussels, under the ticker symbol “GBLB BB.”
Sapiens S.à r.l.
Sapiens S.à r.l., a private limited liability company (société à responsabilité limitée) organized under the Laws of the Grand Duchy of Luxembourg, whose registered office is at 19-21, route d’Arlon, L-8009 Strassen, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés, Luxembourg) under number B235895, is controlled and managed by affiliates of GBL. Its principal executive offices are located at 19-21, route d’Arlon, L-8009 Strassen, Grand Duchy of Luxembourg, and its telephone number is +352 263 849.
FINPAR V
FINPAR V, a société à responsabilité limitée organized under the laws of Belgium, whose registered office is located at Avenue Marnix 24, 1000 Brussels, Belgium, registered under corporate number 0746.527.143, is controlled and managed by affiliates of GBL. Its principal executive offices are located at Avenue Marnix 24, 1000 Brussels, Belgium, and its telephone number is +32 2 289 17 52.
FINPAR VI
FINPAR VI, a société à responsabilité limitée organized under the laws of Belgium, whose registered office is located at Avenue Marnix 24, 1000 Brussels, Belgium, registered under corporate number 0758.452.601, is controlled and managed by affiliates of GBL. Its principal executive offices are located at Avenue Marnix 24, 1000 Brussels, Belgium, and its telephone number is +32 2 289 17 52.
Olivier Duha
Olivier Duha is the Co-Founder and Chief Executive Officer of Webhelp SAS. His principal executive office is located at 3-5, rue d’Héliopolis, 75017 Paris, France and his telephone number is +33 1 86 64 02 50.
MONTANA
Montana, a société simple, organized under the Laws of Belgium, whose registered office is located at 22, rue Jean-Baptiste Meunier, 1050 Brussels, Belgium, registered under the corporate number 0786.381.176 is controlled by Olivier Duha. Its principal executive office is located at 12, Place Vendôme, 75001 Paris, France and its telephone number is +33 1 86 64 02 50.
LIBERTY MANAGEMENT
Liberty Management, a société à responsabilité limitée, organized under the laws of Belgium, whose registered office is located at 22, rue Jean-Baptiste Meunier, 1050 Brussels, Belgium, registered under the corporate number 0655.770.082 (“Liberty Management”), is controlled by Olivier Duha. Its principal executive office is located at 12, Place Vendôme, 75001 Paris, France and its telephone number is +33 1 86 64 02 50.
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Frédéric Jousset
Frédéric Jousset is the Co-Founder and a major shareholder of Webhelp SAS. His principal executive office is located at 4 rue Francois Bellot, 1206 Geneva, Switzerland and his telephone number is +41 79 10 44 401.
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THE SPECIAL MEETING
We are furnishing this proxy statement as part of the solicitation of proxies by the Board for use at the special meeting and at any properly convened meeting following an adjournment or postponement of the special meeting.
Date, Time and Place of the Special Meeting
Concentrix will hold the special meeting via live audio webcast on August 4, 2023, at 10:00 a.m., Eastern Time. The special meeting can be accessed by visiting www.virtualshareholdermeeting.com/CNXC2023SM and entering the unique 16-digit control number that was included on your proxy card, or the instructions that accompanied your proxy materials. You will be able listen, vote and submit questions during the virtual meeting. You are welcome to log in as early as 15 minutes before the start time of the special meeting, so that any technical difficulties may be addressed before the special meeting live audio webcast begins. Please note that you will not be able to attend the virtual special meeting in person.
Purpose of the Special Meeting
At the special meeting, Concentrix’ stockholders of record will be asked to consider and vote on:
The Share Issuance Proposal to approve the issuance of 15,611,885 shares of Concentrix common stock, which includes the Closing Shares and the Earnout Shares, for the purpose of complying with the applicable provisions of Nasdaq Listing Rule 5635(a) requiring stockholder approval prior to the issuance of common stock, or of securities convertible into or exercisable for common stock, in connection with the acquisition of another company if such securities are not issued in a public offering for cash and (i) the common stock has, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of such securities; or (ii) the number of shares of common stock to be issued is or will be equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the stock or securities; and
The Adjournment Proposal to adjourn the special meeting to a later date or time if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the Share Issuance Proposal.
Recommendation of the Board
The Board carefully reviewed and considered the terms and conditions of the Put Option, the Share Purchase and Contribution Agreement and the Transaction. By a unanimous vote, the Board (i) determined that the Put Option, the Share Purchase and Contribution Agreement and the Transaction, including the payment of the Cash Purchase Price and issuance of shares of Concentrix common stock in connection with the Transaction, are fair to, and in the best interests of, Concentrix and Concentrix’ stockholders, (ii) approved and declared advisable the Put Option, the Share Purchase and Contribution Agreement and the Transaction, including the payment of the Cash Purchase Price and issuance of shares of Concentrix common stock in connection with the Transaction, on the terms and subject to the conditions set forth in the Share Purchase and Contribution Agreement, (iii) directed that the issuance of shares of Concentrix common stock in connection with the Transaction and on the terms and subject to the conditions set forth in the Share Purchase and Contribution Agreement be submitted to Concentrix’ stockholders for their approval, and (iv) resolved to recommend that Concentrix’ stockholders approve the issuance of shares of Concentrix common stock in connection with the Transaction and on the terms and subject to the conditions set forth in the Share Purchase and Contribution Agreement.
Accordingly, the Board unanimously recommends a vote “FOR” the Share Issuance Proposal and “FOR” the Adjournment Proposal.
Record Date and Quorum
Each holder of record of shares of Concentrix common stock as of the close of business on the Record Date is entitled to receive notice of, and to vote at, the special meeting. You will be entitled to one vote for each share of Concentrix common stock that you owned on the Record Date. As of the Record Date, there were
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52,054,767 shares of Concentrix common stock issued and outstanding and entitled to vote at the special meeting. The presence at the special meeting, by attendance via the virtual meeting website or by proxy, of Concentrix stockholders representing a majority of the votes that all Concentrix stockholders are entitled to cast constitutes a quorum for the special meeting.
If you are a stockholder of record of Concentrix and you vote by mail, by telephone or through the internet or at the special meeting via the virtual meeting website, then your shares of Concentrix common stock will be counted as part of the quorum. If you are a “street name” holder of shares of Concentrix common stock and you provide your bank, broker, trust or other nominee with voting instructions, then your shares will be counted in determining the presence of a quorum. If you are a “street name” holder of shares of Concentrix common stock and you do not provide your bank, broker, trust or other nominee with voting instructions, then your shares will not be counted in determining the presence of a quorum.
All shares of Concentrix common stock held by stockholders of record that are present at the special meeting via the virtual meeting website or represented by proxy and entitled to vote at the special meeting, regardless of how such shares are voted or whether such stockholders abstain from voting, will be counted in determining the presence of a quorum. In the absence of a quorum, the special meeting may be adjourned.
Vote Required for Approval
Share Issuance Proposal. The proposal to approve the issuance of 15,611,885 shares of Concentrix common stock, which includes the Closing Shares and the Earnout Shares, in connection with the Transaction requires the affirmative vote of a majority of the shares of Concentrix common stock present at the special meeting, whether via the virtual meeting website or represented by proxy, and entitled to vote on such matter. This means that of the shares represented at the meeting and entitled to vote, a majority of them must be voted “FOR” the proposal for it to be approved.
Adjournment Proposal. The approval of the proposal to adjourn the special meeting if necessary or appropriate requires the affirmative vote of a majority of the shares of Concentrix common stock present at the special meeting, whether via the virtual meeting website or represented by proxy, entitled to vote on such matter. This means that of the shares represented at the meeting and entitled to vote, a majority of them must be voted FOR” the proposal for it to be approved. In addition, even if a quorum is not present at the special meeting, the affirmative vote of shares representing a majority of the shares of Concentrix common stock present at the special meeting, whether via the virtual meeting website or represented by proxy, entitled to vote on such matter may adjourn the special meeting to a later date and time.
Effect of Abstentions; Broker Non-Votes
The Share Issuance Proposal requires the affirmative vote of a majority of the shares of Concentrix common stock present at the special meeting, whether via the virtual meeting website or represented by proxy, entitled to vote on such matter. Therefore, abstentions will have the same effect as a vote “AGAINST” the proposal.
The Adjournment Proposal requires the affirmative vote of a majority of the shares of Concentrix common stock present at the special meeting, whether via the virtual meeting website or represented by proxy, entitled to vote on such matter. Therefore, abstentions from voting will have the same effect as a vote “AGAINST” the proposal. In addition, even if a quorum is not present at the special meeting, the affirmative vote of shares representing a majority of the shares of Concentrix common stock present at the special meeting, whether via the virtual meeting website or represented by proxy, entitled to vote on such matter may adjourn the special meeting to a later date and time.
A broker non-vote with respect to Concentrix common stock occurs when (i) shares of Concentrix common stock held by a bank, broker, trust or other nominee are represented, in person or by proxy, at a meeting of Concentrix’ stockholders, (ii) the bank, broker, trust or other nominee has not received voting instructions from the beneficial owner on a particular proposal and (iii) the bank, broker, trust or other nominee does not have the discretion to direct the voting of the shares of Concentrix common stock on a particular proposal but has discretionary voting power on other proposals. A bank, broker, trust or other nominee may exercise discretion in voting on routine matters but may not exercise discretion and therefore will not vote on non-routine matters if instructions are not given.
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Under applicable stock exchange rules, all of the proposals in this proxy statement are non-routine matters. Accordingly, if your shares of Concentrix common stock are held in “street name,” a bank, broker, trust or other nominee will NOT be able to vote your shares, and your shares will not be counted in determining the presence of a quorum unless you have properly instructed your bank, broker, trust or other nominee on how to vote. Because the approval of each of (a) the Share Issuance Proposal and (b) the Adjournment Proposal requires the affirmative vote of shares representing a majority of the shares present at the special meeting, whether via the virtual meeting website or represented by proxy, entitled to vote on such matter, and because your bank, broker, trust or other nominee does not have discretionary authority to vote on such proposal, the failure to provide your bank, broker, trust or other nominee with voting instructions will have no effect on approval of those proposals.
How to Vote
Stockholders have a choice of voting by proxy by completing a proxy card and mailing it in the prepaid envelope provided, by calling a toll-free telephone number or through the internet. Please refer to your proxy card or the information forwarded by your bank, broker, trust or other nominee to see which options are available to you. The telephone and internet voting facilities for stockholders of record will close at 11:59 p.m., Eastern Time on August 3, 2023 for shares held directly or at 11:59 p.m., Eastern Time on August 1, 2023 for shares held in Concentrix' 401(k) plan.
If you submit your proxy by mail, by telephone or through the internet voting procedures, but do not include “FOR,” “AGAINST” or “ABSTAIN” on a proposal to be voted, your shares will be voted in favor of that proposal. If you indicate “ABSTAIN” on a proposal to be voted, it will have the same effect as a vote “AGAINST” that proposal. If you wish to vote by proxy and your shares are held by a bank, broker, trust or other nominee, you must follow the voting instructions provided to you by your bank, broker, trust or other nominee. Unless you give your bank, broker, trust or other nominee instructions on how to vote your shares of Concentrix common stock, your bank, broker, trust or other nominee will not be able to vote your shares on the proposals.
If you wish to vote by attending the special meeting via the virtual meeting website and your shares are held in a brokerage account or through a bank, trust or other nominee, your broker, bank, trust or other nominee is responsible for providing you with instructions on how to vote.
If you do not submit a proxy or otherwise vote your shares of Concentrix common stock in any of the ways described above, it will have no effect on the approval of the Share Issuance Proposal or the Adjournment Proposal.
Revocation of Proxies
Any proxy given by a stockholder of Concentrix may be revoked at any time before it is voted at the special meeting by doing any of the following:
by submitting another proxy by telephone or through the internet, in accordance with the instructions on the proxy card;
by delivering a signed written notice of revocation bearing a date later than the date of the proxy to Concentrix Corporation, Attention: Corporate Secretary, 39899 Balentine Drive, Suite 235, Newark, California 94560, stating that the proxy is revoked;
by submitting a later-dated proxy card relating to the same shares of Concentrix common stock; or
by attending the special meeting via the virtual meeting website and voting at the meeting (your attendance at the special meeting will not, by itself, revoke your proxy; you must vote at the special meeting via the virtual meeting website).
“Street name” holders of shares of Concentrix common stock should contact their bank, broker, trust or other nominee to obtain instructions as to how to revoke or change their proxies.
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Adjournments and Postponements
Although it is not currently expected, the special meeting may be adjourned or postponed one or more times to a later day or time if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the Share Issuance Proposal. Your shares of Concentrix common stock will be voted on any adjournment proposal in accordance with the instructions indicated in your proxy or, if no instructions were provided, “FOR” the proposal.
If a quorum is present at the special meeting, the special meeting may be adjourned by the affirmative vote of a majority of the shares of Concentrix common stock present at the special meeting, whether via the virtual meeting website or represented by proxy, entitled to vote on such matter. In addition, even if a quorum is not present at the special meeting, the affirmative vote of shares representing a majority of the shares of Concentrix common stock present at the special meeting, whether via the virtual meeting website or represented by proxy, entitled to vote on such matter may adjourn the special meeting to a later date and time. In either case, the adjourned meeting may take place without further notice other than by an announcement made at the special meeting unless the adjournment is for more than thirty (30) days thereafter or, if, after the adjournment, a new Record Date is fixed for the adjourned meeting, in which case a notice of the adjourned meeting will be given to each stockholder of record entitled to vote at the special meeting. If a quorum is not present at the special meeting, or if a quorum is present at the special meeting but there are insufficient votes at the time of the special meeting to adopt the other proposals, then Concentrix may seek to adjourn the special meeting. In addition, the Board may, after consultation with Webhelp Parent, postpone the special meeting upon public announcement made prior to the date previously scheduled for the special meeting for the purpose of soliciting additional proxies or as otherwise permitted under the Share Purchase and Contribution Agreement.
Solicitation of Proxies
Concentrix is paying the cost of printing and mailing proxy materials. In addition to the solicitation of proxies by mail, solicitation may be made by our directors, officers and other associates by personal interview, telephone, facsimile or electronic mail. No additional compensation will be paid to these persons for solicitation. Concentrix has engaged Innisfree M&A Incorporated (“Innisfree”) to assist in the solicitation of proxies for the special meeting and will pay Innisfree a fee of up to $45,000, plus reimbursement of reasonable out-of-pocket expenses. We will reimburse brokerage firms and others for their reasonable expenses in forwarding solicitation materials to beneficial owners of our common stock.
Technical Support
The virtual meeting platform is supported across internet browsers and devices (e.g., desktops, laptops, tablets, and cell phones). If you plan to attend the live webcast, we recommend a strong WiFi or internet connection for the best viewing experience. We encourage you to access the virtual meeting platform before the meeting begins to confirm your log-in credentials, familiarize yourself with the platform and ensure that your streaming audio is working correctly. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual meeting login page.
Questions and Additional Information
If you have more questions about the Transaction or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please contact:
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
Stockholders may call toll-free: (877) 750-0831
Banks and Brokers may call collect: (212) 750-5833
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PROPOSAL 1: SHARE ISSUANCE PROPOSAL
Pursuant to Nasdaq Listing Rule 5635(a), which requires stockholder approval prior to the issuance of common stock, or of securities convertible into or exercisable for common stock, in connection with the acquisition of another company if such securities are not issued in a public offering for cash and (i) the common stock has, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of such securities; or (ii) the number of shares of common stock to be issued is or will be equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the stock or securities, Concentrix is asking its stockholders to approve the issuance of an aggregate of 15,611,885 shares of Concentrix common stock in connection with the Transaction, which includes the Closing Shares and the Earnout Shares. Based on the number of shares of Concentrix common stock outstanding on the Record Date, Concentrix estimates that Concentrix’ stockholders as of immediately prior to the completion of the Transaction will hold, in the aggregate, approximately 77.8% of the issued and outstanding shares of common stock of the combined company immediately following the completion of the Transaction, assuming no issuance of the Earnout Shares, and 76.9% of the issued and outstanding shares of common stock of the combined company immediately following the completion of the Transaction assuming the issuance of all of the Earnout Shares, and Sellers as of immediately prior to the completion of the Transaction will hold, in the aggregate, approximately 22.2% of the issued and outstanding shares of common stock of the combined company immediately following the completion of the Transaction, assuming no issuance of the Earnout Shares, or 23.1% of the issued and outstanding shares of common stock of the combined company immediately following the completion of the Transaction assuming the issuance of all of the Earnout Shares.
The Concentrix common stock to be issued in connection with the Transaction will not be concurrently registered under the Securities Act of 1933, as amended (“Securities Act”) and will be issued in reliance on the exemption from registration requirements thereof provided by Rule 802 of the Securities Act.
The Board unanimously recommends that Concentrix’ stockholders vote “FOR” the proposal to approve the issuance of 15,611,885 shares of Concentrix common stock in connection with the Transaction.
If you return a properly executed proxy card, but do not indicate instructions on your proxy card, your shares of Concentrix common stock represented by such proxy card will be voted “FOR” the proposal to approve the issuance of shares in connection with the Transaction.
The approval of this proposal requires an affirmative vote of a majority of the shares of Concentrix common stock present at the special meeting, whether via the virtual meeting website or represented by proxy, entitled to vote on such matter. This means that of the shares represented at the meeting and entitled to vote, a majority of them must be voted “FOR” the proposal for it to be approved. Abstentions will have the same effect as a vote “AGAINST” this proposal, and broker non-votes will have no effect on the vote for this proposal.
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PROPOSAL 2: ADJOURNMENT PROPOSAL
Concentrix’ stockholders may be asked to adjourn the special meeting to a later date or time if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the Share Issuance Proposal.
The Board unanimously recommends that stockholders vote “FOR” the proposal to adjourn the special meeting to a later date or time if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the Share Issuance Proposal.
If you return a properly executed proxy card, but do not indicate instructions on your proxy card, your shares of Concentrix common stock represented by such proxy card will be voted “FOR” the proposal to adjourn the special meeting to a later date or time if necessary or appropriate.
The approval of the proposal to adjourn the special meeting if necessary or appropriate requires the affirmative vote of a majority of the shares of Concentrix common stock present at the special meeting, whether via the virtual meeting website or represented by proxy, entitled to vote on such matter. This means that of the shares represented at the meeting and entitled to vote, a majority of them must be voted “FOR” the proposal for it to be approved. In addition, even if a quorum is not present at the special meeting, the affirmative vote of shares representing a majority of the shares of Concentrix common stock present at the special meeting, whether via the virtual meeting website or represented by proxy, entitled to vote on such matter may adjourn the special meeting to a later date and time. Abstentions will have the same effect as a vote “AGAINST” this proposal, and broker non-votes will have no effect on the vote for this proposal.
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THE TRANSACTION
Overview
On March 29, 2023, Concentrix and Purchaser entered into the Put Option with the Beneficiaries. Pursuant to the Put Option, Concentrix and Purchaser have committed to acquire all of the issued and outstanding Shares of Webhelp Parent from the Sellers, subject to the terms and conditions of the Share Purchase and Contribution Agreement.
Concentrix entered into the Share Purchase and Contribution Agreement with Webhelp Parent on June 12, 2023. Under the terms of the Share Purchase and Contribution Agreement, subject to the satisfaction or waiver of specified conditions, Concentrix will acquire Webhelp Parent and all of its subsidiaries through the direct and indirect (through Purchaser) acquisition of 100% of the Sellers’ Shares. The Sellers will transfer to Purchaser certain of their shares in exchange for the Cash Purchase Price, will contribute the Contributed Shares to Concentrix in exchange for the issuance of the Closing Shares, and will transfer the Exchanged Shares in exchange for the contingent right to earn the Earnout Shares. Immediately following the closing of the Transaction, Webhelp Parent will become a wholly owned subsidiary of Purchaser, which in turn is a wholly owned subsidiary of Concentrix. The Board has determined that the Share Purchase and Contribution Agreement is fair to, and in the best interest of, Concentrix and its stockholders and has approved and declared advisable the Share Purchase and Contribution Agreement and the Transaction.
If the Transaction is completed, the aggregate consideration for the Transaction in exchange for all the issued and outstanding Sellers’ Shares will consist of (i) the Cash Purchase Price, (ii) the Closing Shares, which, based on the number of shares of Concentrix common stock outstanding as of the Record Date, would represent approximately 22.2% of the outstanding shares of Concentrix common stock, and (iii) the Earnout Shares if certain conditions set forth in the Share Purchase and Contribution Agreement occur, including the share price of Concentrix common stock reaching $170.00 per share within seven years from the Closing Date (based on daily volume weighted average prices measured over a specified period). The Concentrix common stock to be issued in connection with the Transaction will not be concurrently registered under the Securities Act and will be issued in reliance on the exemption from registration requirements thereof provided by Rule 802 of the Securities Act. Concentrix will file and cause to become effective no later than the 180th calendar day following the Closing Date, a shelf registration statement registering for resale all of the Concentrix common stock issued to certain Sellers at the closing of the Transaction.
Background of the Transaction
The following chronology summarizes the key meetings and events that led to the signing of the Share Purchase and Contribution Agreement. The following chronology does not purport to catalogue every conversation among the Board, or the representatives of each company, their respective advisors or any other persons.
In the ordinary course, the Board, acting independently and with the advice of Concentrix’ management team, regularly reviews and assesses the operations, financial performance and industry conditions of Concentrix in light of the current business and economic environment and in consideration of its long-term business strategy to enhance value for its stockholders. Such reviews and assessments include periodic meetings or consultations with third-party advisors. From time to time, the Board and Concentrix’ management teams have evaluated and considered a variety of potential financial and strategic options in light of industry developments and changing economic and market conditions. The evaluations have included monitoring the financial performance and strategic transactions of others in Concentrix’ industry, including Webhelp. Also, from time to time, members of Concentrix’ management have met with others in the industry to discuss trends and developments in the CX and adjacent industries.
In January 2022, Chris Caldwell, the President and Chief Executive Officer of Concentrix, met representatives of Webhelp, including Olivier Duha, the Chief Executive Officer of Webhelp, in Miami, Florida and representatives of GBL, including Ian Gallienne, the Chief Executive Officer of GBL, via videoconference and discussed industry trends and the performance, business, strategic direction and prospects of the respective companies, as well as the potential merits of combining the two companies.
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On January 13 and 14, 2022, the Board met via video conference for its regularly scheduled quarterly board meeting. At this meeting, Concentrix’ management discussed certain acquisition opportunities being evaluated by the Company, including a potential transaction with Webhelp. The Board discussed the acquisition opportunities and directed management to continue to evaluate and update the Board on the potential acquisitions for the Board’s review and consideration.
On January 28, 2022, Concentrix and Webhelp entered into a mutual confidentiality agreement with respect to confidential business information exchanged by the parties (the “Confidentiality Agreement”) in order to explore a potential transaction between the two companies.
Between February 16 and April 25, 2022, representatives of Concentrix, as well as representatives of Concentrix’ external legal counsel, Pillsbury Winthrop Shaw Pittman (“Pillsbury”), and representatives of Webhelp, as well as representatives of Webhelp’s external legal counsel, Latham & Watkins LLP (“Latham”), engaged in ongoing discussions in person and via video conference related to a potential transaction between the two parties. As part of these discussions, Webhelp began assembling diligence information in an electronic data room to make available to a limited number of representatives of Concentrix. Webhelp also participated in multiple diligence calls and meetings with representatives of Concentrix and provided certain preliminary diligence information regarding Webhelp’s business, operations, and finances. Mr. Caldwell regularly updated the Board on these discussions and the Company’s initial diligence review of Webhelp, as well as Concentrix’ management team’s evaluation of a variety of other potential transactions. During this time period, the Board also met via video conference on several occasions to discuss certain acquisition opportunities being evaluated by Concentrix, including a potential transaction with Webhelp.
On March 22 and 23, 2022, the Board met for its regularly scheduled quarterly board meeting. On March 23, 2022, Concentrix’ management presented on, and the Board discussed, the status of negotiations with Webhelp, the Webhelp business, including the rationale for a potential transaction and the alignment of a transaction with the Company’s strategy.
On March 24, 2022, Concentrix submitted a non-binding written proposal to Webhelp (the “2022 Indication of Interest”), which provided for a potential transaction with a purchase price of €5.5 billion, including €1.3 billion in cash consideration, €2.7 billion in Concentrix common stock (comprised of approximately 15.0 million shares of Concentrix common stock based on a fixed exchange ratio at signing) and the assumption of €1.5 billion of assumed net debt. The 2022 Indication of Interest also proposed two Board seats for Webhelp’s shareholders, registration rights for the shares of Concentrix common stock and exclusivity provisions. The 2022 Indication of Interest was subject to further due diligence. Webhelp agreed to engage in discussions regarding a potential transaction on these terms.
On April 1, 2022, Concentrix and Webhelp entered into a customary standstill agreement binding on Webhelp, Olivier Duha, Frederic Jousset, and GBL and their respective representatives restricting the parties from acquiring any interests in Concentrix or its equity securities, debt securities, or material assets for a period of 12 months following the date of the agreement (the “Standstill Agreement”).
Between April 2 and April 13, 2022, Pillsbury, representatives of Latham, and representatives of GBL’s external U.S. legal counsel, Kirkland & Ellis LLP (“K&E”) and external French legal counsel, Gide Loyrette Nouel LLP (“Gide”) exchanged initial drafts of the Share Purchase and Contribution Agreement, Put Option, and Investor Rights Agreement. Concentrix was also advised by CMS Francis Lefebvre Avocats (“CMS”) throughout the course of negotiations for the Transaction with respect to French, Luxembourg and other European law matters. GBL and Webhelp were also advised by Loyens & Loeff N.V. (“Loyens”) throughout the course of negotiations for the Transaction with respect to Luxembourg law matters.
On April 13, 2022, Webhelp and Mr. Jousset entered into a letter agreement pursuant to which Mr. Jousset agreed to be bound by the provisions of the Confidentiality Agreement and of the Standstill Agreement.
On April 13, 2022, Mr. Caldwell updated the Board via email on ongoing discussions with Webhelp. He noted for the Board, among other things, the status of the potential transaction, including the proposed financial terms such as price terms related to fluctuation in Concentrix stock price, as well as with respect to the terms of the legal agreements and the information shared via due diligence. Following the Board meeting, on April 13, 2022,
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Mr. Caldwell sent a letter via email to Webhelp outlining key areas in which Concentrix sought revised terms and required progress in order to continue discussions on a potential transaction, including the financial terms of a potential transaction, information shared as part of due diligence, and key terms in the Share Purchase and Contribution Agreement and Investor Rights Agreement.
On April 21, 2022, Mr. Caldwell updated the Board via email on the status of discussions with Webhelp, including with respect to the status of proposed financial terms of a potential transaction and the inability to agree on certain financial terms.
On April 25, 2022, representatives of Concentrix and of Webhelp discussed the parties’ continued disagreement on certain transaction issues set out in Mr. Caldwell’s April 13, 2022 letter and agreed to cease discussions with respect to the potential transaction.
Between June 2022 and September 2022, Mr. Caldwell had several conversations with representatives of GBL, as well as occasional conversations with Mr. Duha, to discuss industry trends and the performance, business, strategic direction and prospects of their respective companies, as well as the potential merits of combining the two companies. Mr. Caldwell updated the Board regularly via email and at regular meetings on the substance of these conversations.
On June 21 and June 22, 2022, the Board met for its regularly scheduled quarterly board meeting. On June 22, 2022, Concentrix’ management updated the Board on the competitive landscape and potential strategic transactions the Company may consider pursuing. The Board also discussed the recent interactions with Webhelp and the circumstances in which the Company might consider reengaging with Webhelp, including a reduction in the total purchase price consideration to reflect changes in the trading price of Concentrix common stock since the parties entered into the 2022 Indication of Interest in late March. The Board discussed the strategic landscape, as well as certain other potential transactions being evaluated by Concentrix’ management team, and directed management to continue discussions with Webhelp.
On September 20, 2022, representatives of Webhelp and GBL met with Mr. Caldwell and presented a non-binding indication of interest regarding a potential transaction between Concentrix and Webhelp, whereby Concentrix would acquire 100% of the Shares for (i) shares of Concentrix common stock that would result in the Sellers owning 23% of the share capital of Concentrix on a fully diluted, pro forma basis, (ii) warrants to acquire an additional 3% of the share capital of Concentrix on a fully diluted, pro forma basis, and (iii) cash consideration of €1.3 billion, €650 million of which would be delivered at closing of the transaction and €650 million of which would be delivered one year following closing, together with interest at an agreed upon rate.
On September 23, 2022, the Board met via video conference for its regularly scheduled quarterly board meeting. Concentrix’ management reviewed the details of the September 20th proposal with the Board, the terms of which had previously been circulated to the Board, and the potential merits of a transaction with Webhelp. The Board directed management to continue discussions with Webhelp and to continue to update the Board on the potential strategic transaction opportunity.
On October 12, 2022, Mr. Caldwell discussed with representatives of Webhelp and GBL a counterproposal whereby Concentrix would combine with Webhelp through an acquisition of 100% of the Shares for (i) shares of Concentrix common stock that would result in the Sellers owning 22% of the share capital of Concentrix on a fully diluted, pro forma basis, (ii) contingent earnout consideration of up to €400 million three years following closing, subject to meeting certain mutually agreeable earnings before interest, taxes, depreciation and amortization (“EBITDA”) thresholds, and (iii) cash consideration of €1.0 billion, €600 million of which would be delivered at closing of the transaction and €400 million of which would be delivered 18 months following closing, together with interest at a rate of 2% per annum.
On October 21, 2022, representatives of Webhelp and GBL met with Mr. Caldwell and presented a counterproposal that reflected (i) shares of Concentrix common stock that would result in the Sellers owning 23% of the share capital of Concentrix on a fully diluted, pro forma basis, (ii) warrants to acquire an additional 1.5% of the share capital of Concentrix on a fully diluted, pro forma basis, and (iii) cash consideration of €1.2 billion, €500 million of which would be delivered at closing of the transaction and €700 million of which would be delivered 18 months following closing, together with interest at a rate of 2% per annum.
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Between October 21, 2022 and January 11, 2023, Mr. Caldwell had multiple discussions with representatives of GBL via telephone or in person about various matters related to the parties’ respective proposals regarding a potential transaction, including matters related to governance, potential synergies and integration.
On November 23, 2022, Mr. Caldwell met with representatives of GBL and discussed the potential merits of combining Concentrix and Webhelp, as well as potential synergies and matters relating to integration in connection with a potential transaction.
On January 5 and January 6, 2023, the Board met for its regularly scheduled quarterly Board meeting. On January 6, 2023, Concentrix’ management presented on, and the Board discussed, the broader CX industry, including market conditions and significant competitors, as well as a variety of potential strategic options. Concentrix’ management also updated the Board on the recent discussions with Webhelp regarding Webhelp’s proposal, including the proposal that the Sellers would have the right to nominate two individuals to the Board. Concentrix’ management discussed with the Board the benefits and risks of a potential transaction with Webhelp, including the potential impact of a transaction on operations, integration, corporate culture, client and vertical diversification, and global footprint. Concentrix’ management also discussed with the Board certain financial information, estimated transaction costs, forecasted synergies, and potential financing alternatives. The Board discussed the information presented by Concentrix’ management and reviewed the risks and benefits of a transaction. Following this discussion, the Board directed Concentrix’ management to continue discussions with Webhelp and to continue to update the Board on the potential transaction opportunity.
On January 11, 2023, representatives of Webhelp and representatives of Concentrix discussed certain terms included in the parties’ respective proposals. Following the discussion, representatives of Webhelp sent representatives of Concentrix a proposed term sheet outlining an updated proposal that reflected a reduction in the fully diluted, pro forma ownership of Concentrix by the Sellers from 23% to 22% with the other terms remaining consistent with the proposal communicated on October 21, 2022, as well as certain non-economic terms, such as governance matters that the parties had discussed.
In early January 2023, Webhelp began providing additional diligence materials to a limited number of Concentrix representatives. Additionally, both Concentrix’ management and Webhelp’s management started the process of identifying which diligence items should be made available on a limited access basis to a subset of people through a separate data room. Population of the Webhelp data room continued through the entire negotiation process until shortly before the execution of the Put Option.
On January 21, 2023, Mr. Caldwell updated the Board via email regarding the status of the negotiations and due diligence related to the proposed transaction with Webhelp.
Between January 25 and January 28, 2023, representatives of Concentrix and representatives of GBL exchanged multiple drafts of the term sheet and discussed certain matters reflected in the term sheet, including that the deferred cash consideration of €700 million would be delivered 24 months following closing, as well as certain changes to the non-economic terms of the proposal.
On January 30, 2023, Concentrix’ management updated the Board via email regarding the progress on the potential transaction with Webhelp, including a proposed timeline prepared by Concentrix’ management, the status of due diligence and transaction documents, and financing efforts.
On January 31, 2023, Webhelp re-opened the Webhelp data room to representatives of Concentrix to facilitate the due diligence process.
On February 1, 2023, representatives of Latham, via Goldman Sachs Bank Europe SE, Succursale de Paris (“Goldman Sachs”), acting as financial advisor to Webhelp, provided revised drafts of the previously circulated Share Purchase and Contribution Agreement and the Investor Rights Agreement prepared by counsel to Webhelp and GBL to representatives of Concentrix.
On February 9, 2023, representatives of Latham provided an initial draft of the Put Option to representatives of Concentrix.
Beginning on February 10, 2023, various members of Concentrix’ management met with various members of Webhelp’s management and representatives of GBL to provide each other with additional information about their respective businesses and to discuss strategy, certain historical and projected financials, industry trends, and potential synergies and matters relating to integration in connection with a potential strategic transaction.
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Between February 10 and February 17, 2023, representatives of Webhelp and GBL presented to representatives of Concentrix on Webhelp’s financial, commercial and operational diligence matters. Concentrix held calls with representatives of Goldman Sachs to provide financial information with respect to Concentrix, which was subsequently shared with Webhelp's management.
On February 13, 2023, representatives of Concentrix, Webhelp, GBL, Latham and K&E discussed via video conference the draft Share Purchase and Contribution Agreement and the draft Investor Rights Agreement circulated on February 1, 2023.
On February 14, 2023, representatives of Concentrix presented to representatives of Webhelp and GBL on Concentrix’ financial diligence matters.
On February 15, 2023, representatives of Latham provided an initial draft of the Voting Agreement to representatives of Concentrix.
On February 16, 2023, at the direction of the Board, a representative of Concentrix contacted representatives of J.P. Morgan, given J.P. Morgan’s familiarity with Concentrix’ business and industry, to explore the engagement of J.P. Morgan to serve as a financial advisor to Concentrix, including, if requested by Concentrix, rendering an opinion to the Board as to the fairness to Concentrix, from a financial point of view, of the consideration to be paid by Concentrix and Purchaser in connection with the proposed transaction.
On February 17, 2023, Concentrix’ management updated the Board via email regarding the progress on the potential transaction, including the expectations with respect to a potential transaction timeline, the status of due diligence and transaction documents, financing efforts, and updates to Concentrix’ financial model.
Between February 21 and March 27, 2023, representatives of Webhelp participated in multiple diligence calls and meetings with representatives of Concentrix, exchanged numerous e-mails regarding Webhelp’s business, operations, and finances, and uploaded additional diligence materials to the data room.
On February 22, 2023, representatives of Pillsbury sent a consolidated issues list regarding the Share Purchase and Contribution Agreement, the Investor Rights Agreement, and the Put Option to representatives of Latham, K&E, Webhelp and GBL. The issues list noted various items for discussion, including the structure of the deal, termination rights and termination fees, closing conditions, post-closing recourse, pre-closing matters, financing, regulatory efforts, certain representations and warranties, the lock-up and standstill applicable to Major Webhelp Stockholders, Board representation for representatives of Webhelp, and registration rights.
On February 27, 2023, representatives of Concentrix, Pillsbury, Webhelp, GBL, Latham and K&E discussed, among other things, the scope of the representations and warranties in the Share Purchase and Contribution Agreement, the potential for committed financing, securities laws matters with respect to the issuance of Concentrix common stock, and the required consultation processes with works councils representing certain Webhelp employee groups in France and the Netherlands.
On March 3, 2023, representatives of Pillsbury provided revised drafts of the Share Purchase and Contribution Agreement and the Put Option to representatives of Latham and K&E. Among other things, the drafts provided for increased disclosure requirements in the representations and warranties, heightened potential for post-closing recourse (including for fraud and errors in the payment schedule), and termination fees/expense reimbursement in certain circumstances if the Share Purchase and Contribution Agreement was not ultimately executed.
On March 4, 2023, representatives of Latham sent an initial draft of the Webhelp disclosure schedules to representatives of Pillsbury. Also on March 4, 2023, Mr. Caldwell met with Messrs. Duha and Gallienne to discuss certain non-economic terms related to the potential transaction, including the terms of the lock-up and standstill applicable to the Major Webhelp Stockholders, and the requirement for Concentrix to obtain committed financing prior to execution of the Put Option.
In early March 2023, Concentrix began the process of obtaining debt financing with JPMorgan Chase for the potential transaction. From then through signing of the Put Option, representatives of Concentrix and Pillsbury engaged in ongoing discussions with representatives of JPMorgan Chase and its legal advisor, Cravath, Swaine and Moore LLP (“Cravath”), and negotiated the terms of the Bridge Commitment Letter with JPMorgan Chase and Cravath for the Bridge Facility to finance the cash portion of the consideration payable in the proposed transaction and the refinancing of certain Webhelp indebtedness.
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On March 6, 2023, representatives of Pillsbury provided a revised draft of the Investor Rights Agreement to representatives of Latham and K&E. Among other things, the revised draft provided for more limited registration rights than Webhelp had proposed and raised the ownership threshold to be maintained for GBL and Mr. Duha to retain Board nomination rights for two Board seats of Concentrix.
On March 6 and March 7, 2023, representatives of Concentrix and representatives of Webhelp met to provide each other with additional information about their respective businesses and to discuss strategy, certain historical and projected financials, industry trends, and potential synergies and matters relating to integration in connection with a potential strategic transaction.
On March 7, 2023, representatives of Pillsbury provided a revised draft of the Voting Agreement to representatives of Latham and K&E reflecting provisions acceptable to those Concentrix stockholders being asked to enter into a voting agreement.
On March 8, 2023, Mr. Caldwell updated the Board via email regarding the progress on the potential transaction, including the expected timeline, the status of due diligence and transaction documents, financing efforts, and observations regarding the Webhelp business from the Company’s initial due diligence review.
On March 9, 2023, representatives of Pillsbury provided a further revised draft of the Share Purchase and Contribution Agreement, incorporating provisions regarding the Financing.
On March 12, 2023, representatives of Latham provided revised drafts of the Share Purchase and Contribution Agreement and the Voting Agreement to representatives of Pillsbury. Among other things, the revised Share Purchase and Contribution Agreement proposed a “force the vote” in the event of a Parent Intervening Event (as defined in the Share Purchase and Contribution Agreement), a “hell or highwater” standard requiring Concentrix to take all steps necessary to close the proposed transaction, and narrowed the Sellers’ post-closing recourse obligations. Also on March 12, 2023, representatives of K&E provided a revised draft of the Investor Rights Agreement to representatives of Pillsbury. Among other things, the revised Investor Rights Agreement expanded the registration rights obligations of Concentrix and lowered the ownership thresholds for GBL to maintain nomination rights for Board seats post-closing.
On March 13, 2023, representatives of Latham provided a revised draft of the Put Option to representatives of Pillsbury, which, among other things, sought to narrow the scope of when termination fees or expense fees would be owed by the Sellers. Also on March 13, 2023, representatives of Latham and K&E and representatives of Pillsbury met by videoconference to discuss antitrust and regulatory matters as well as deal structure matters related to the issuance of Concentrix common stock.
Between March 13 and March 17, 2023, representatives of Concentrix and Pillsbury discussed various issues included in the revised drafts of the Share Purchase and Contribution Agreement, the Investor Rights Agreement, the Voting Agreement and the Put Option. Additionally, representatives of Pillsbury, Latham and K&E held videoconferences to discuss matters raised in the revised drafts and to discuss regulatory matters.
On March 15 and March 16, 2023, various members of the Board met by videoconference with Messrs. Duha and Gheysens separately as part of the Board’s due diligence. The Board and Messrs. Duha and Gheysens discussed, among other things, industry trends and the overall purpose of the potential transaction.
On March 16, 2023, Ms. Marinello, the Chair of the Board, and Mr. Gallienne spoke by telephone regarding the proposed transaction, the potential merits of combining the two companies and certain governance matters.
On March 16, 2023, the Board met via video conference to discuss the potential transaction with Webhelp. Concentrix’ management reviewed certain financial information related to the proposed transaction and provided an update on diligence matters and open issues, including with respect to termination rights and termination fees, closing conditions, post-closing recourse, pre-closing matters, regulatory efforts, certain representations and warranties, the lock-up and standstill applicable to the Major Webhelp Stockholders, Board representation and registration rights. The Board discussed the proposed transaction and the outstanding issues and directed management to continue to negotiate the open issues with representatives of Webhelp as discussed with the Board.
On March 17, 2023, representatives of Pillsbury provided revised drafts of the Share Purchase and Contribution Agreement, the Investor Rights Agreement and the Put Option to representatives of Latham and K&E, which, among other things, expanded the time period for which Webhelp would be bound to exclusivity in the event the Put Option was not exercised and sought to expand post-closing recourse against the Sellers.
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On March 20, 2023, representatives of Pillsbury provided a revised draft of the Voting Agreement to representatives of Latham and K&E reflecting input from the Voting Agreement Stockholders.
Between March 20 and March 29, 2023, representatives of Pillsbury, Latham and K&E exchanged versions of Webhelp’s disclosure schedules, Concentrix’ disclosure schedules and GBL’s disclosure schedules, each of which were finalized on March 29, 2023.
On March 21, 2023, the parties reached agreement on the final version of the Voting Agreement. Also on March 21, 2023, representatives of K&E provided a revised draft of the Investor Rights Agreement to representatives of Pillsbury, which, among other things, sought more expansive board nomination rights for GBL and Mr. Duha and sought exceptions to the standstill requirements applicable to GBL and Messrs. Jousset and Duha.
On March 22, 2023, representatives of Pillsbury sent an initial draft of a Warrant Agreement to representatives of Latham and K&E reflecting a strike price based on a premium to the trading price of Concentrix common stock at the time of the signing of the Put Option. Also on March 22, 2023, Concentrix entered into an engagement letter with J.P. Morgan.
On March 22 and March 23, 2023, representatives of Concentrix and representatives of GBL discussed the terms of the Warrant Agreement, including Concentrix’ expectation that the strike price would be based on a premium to the trading price of Concentrix common stock at the time of the signing of the Put Option and GBL’s expectation that the warrants would be issued with a nominal strike price. On March 23, 2023, Mr. Gallienne called Mr. Caldwell to propose replacing the warrant portion of the purchase consideration with the Earnout Shares constituting a right to receive 750,000 additional shares of Concentrix common stock, subject to the trading price of Concentrix common stock reaching $170.00 per share within seven years of the Closing Date.
On March 23, 2023, representatives of Latham and K&E sent an initial draft of the Sellers’ Note and revised drafts of the Share Purchase and Contribution Agreement and the Put Option to representatives of Pillsbury, which, among other things, removed Concentrix’ right to a termination fee in the event of a breach of Webhelp’s exclusivity obligations and narrowed the scope of Webhelp’s representations and warranties. Also on March 23, 2023, representatives of Pillsbury provided a further revised draft of the Investor Rights Agreement to representatives of Latham and K&E, which, among other things, sought to limit Concentrix’ expense reimbursement obligations in connection with registration rights and proposed Board nomination right terms for GBL and Mr. Duha that were more favorable to Concentrix.
Between March 22 and March 25, 2023, Pillsbury and representatives of Latham and K&E held videoconferences and phone calls to discuss open issues in the draft documents.
On March 23 and March 24, 2023, the Board met via video conference for its regularly scheduled quarterly board meeting. At the meeting held on March 24, 2023, representatives of Pillsbury were in attendance for the meeting and representatives of J.P. Morgan were in attendance for portions of the meeting. In advance of the meeting, representatives of J.P. Morgan shared J.P. Morgan’s customary relationship disclosure letter with the Board, and the Board reviewed such letter. On March 24, 2023, Concentrix’ management presented on, and the Board discussed, certain financial information including the Concentrix Financial Projections, estimated transaction costs and the forecasted synergies, and the potential impact of the Transaction, including as to operations, integration, corporate culture, client and vertical diversification, and global footprint. Concentrix’ management also reviewed for the Board the approvals needed for the Transaction, including shareholder approval and certain regulatory approvals, as well as the need for financing. The Board discussed with management the potential benefits and risks of the Transaction, and the Board discussed the proposed composition of the Board following the closing and the appointment of the GBL director designees. During the meeting, Concentrix’ management provided the Board with an update on diligence, and the Board reviewed and discussed the proposed Transaction-related resolutions and documents, including the Share Purchase and Contribution Agreement, Put Option, Voting Agreement, Investor Rights Agreement, and the Bridge Commitment Letter, which were provided to the directors prior to the meeting. Representatives of J.P. Morgan reviewed with the Board J.P. Morgan’s preliminary, illustrative financial analysis of the proposed Transaction. Representatives of Pillsbury advised the Board members on their fiduciary duties in connection with the proposed Transaction. Representatives of Pillsbury also provided an overview of the terms and provisions of the Share Purchase and Contribution Agreement, Put Option, Investor Rights Agreement and Bridge Commitment Letter and updated the Board on the outstanding issues in the Transaction documents including the terms of the Earnout Shares, termination rights and termination fees, closing conditions, post-closing recourse, regulatory approvals, financial
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information, the net debt adjustment, certain representations and warranties, the standstill applicable to the Major Webhelp Stockholders and registration rights. The Board discussed the information presented by Concentrix’ management and its advisors and reviewed the potential risks and benefits of a strategic transaction. Following this discussion, the Board authorized management to finalize the terms of the Transaction and to pursue the resolution of the various diligence issues remaining outstanding, as discussed with the Board.
On March 25, 2023, representatives of Pillsbury provided revised drafts of the Share Purchase and Contribution Agreement, the Investor Rights Agreement and the Put Option to representatives of Latham and K&E. The revised Share Purchase and Contribution Agreement, among other items, included a proposal for the Earnout Shares, a proposal to reduce the purchase price if net debt exceeded a specified threshold at closing, and continued to seek strong financing cooperation covenants, including requiring a marketing period for Concentrix’ contemplated debt offering to occur before closing could occur.
On March 26, 2023, representatives of Pillsbury, Latham and K&E discussed various issues related to the Investor Rights Agreement and the Sellers’ Note, including, with respect to the Sellers’ Note, tax and accounting matters.
On March 26, 2023, representatives of Latham and K&E sent a consolidated issues list to representatives of Pillsbury, reflecting the open issues in the Share Purchase and Contribution Agreement, the Put Option, the Investor Rights Agreement and the Sellers’ Note, including the terms of the Earnout Shares, termination rights and termination fees/expense reimbursement, closing conditions, post-closing recourse, regulatory approvals, financial information and cooperation, the net debt adjustment, certain representations and warranties, the standstill applicable to the Major Webhelp Stockholders and registration rights. Following receipt of this list, representatives of Pillsbury met with representatives of Concentrix to discuss the issues.
On March 27 and March 28, 2023, representatives of Concentrix, Webhelp, Goldman Sachs, GBL, Pillsbury, CMS, Latham, Gide and K&E met in person in London, United Kingdom and via videoconference and reached agreement with respect to many of the outstanding issues. Among other issues, the level of cooperation Webhelp would be required to provide for Concentrix’ acquisition financing and the amount of potential termination fees and expense reimbursements as well as the circumstances that such fees would be owed remained open points.
On March 27, 2023, representatives of K&E sent revised drafts of the Sellers’ Note and Investor Rights Agreement to representatives of Pillsbury.
Between March 27 and March 29, 2023, representatives of Pillsbury, Latham, and K&E exchanged several drafts of the Share Purchase and Contribution Agreement, Put Option, Investor Rights Agreement and Sellers’ Note. Several meetings between representatives of Concentrix, Webhelp, Pillsbury, Latham, and K&E were conducted to discuss the remaining issues in the Transaction documents.
On March 29, 2023, the Board met via video conference. Representatives of Pillsbury were in attendance for the entirety of the meeting and representatives of J.P. Morgan were in attendance for portions of the meeting. Concentrix’ management updated the Board on the resolution of the open items in the Transaction documents and confirmed that the remaining diligence items had been successfully completed. Representatives of J.P. Morgan then reviewed with the Board J.P. Morgan’s financial analysis of the proposed Transaction (as described in the section of this proxy statement entitled “—Opinion of J.P. Morgan Securities LLC”). At the request of the Board, representatives of J.P. Morgan rendered J.P. Morgan’s oral opinion to the Board, subsequently confirmed by delivery of the Opinion, that, as of such date and based on and subject to the factors and assumptions set forth in the Opinion, the consideration to be paid by Concentrix and Purchaser in the proposed Transaction was fair, from a financial point of view, to Concentrix. See the section of this proxy statement entitled “—Opinion of J.P. Morgan Securities LLC.” After discussion, including consideration of the factors described in the section “—Reasons for Recommending the Share Issuance,” the Board unanimously: (i) determined that the Share Purchase and Contribution Agreement and the Transaction, including the payment of the Cash Purchase Price and the issuance of shares of Concentrix common stock in connection with the Transaction, are fair to and in the best interests of Concentrix, (ii) approved and declared advisable, the Share Purchase and Contribution Agreement and the Transaction, including the payment of the Cash Purchase Price and the issuance of shares of Concentrix common stock in connection with the Transaction, on the terms and subject to the conditions set forth in the Share Purchase and Contribution Agreement, (iii) approved the execution, delivery and performance of the Share Purchase and Contribution Agreement, the Sellers’ Note, the Put Option, the Investor Rights Agreement, and the Voting Agreement, and the consummation of the transactions contemplated thereby, including the Transaction, (iv) directed that the issuance of shares of Concentrix common
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stock in connection with the Transaction and on the terms and subject to the conditions set forth in the Share Purchase and Contribution Agreement be submitted to Concentrix’ stockholders for their approval, and (v) resolved to recommend that Concentrix’ stockholders approve the issuance of shares of Concentrix common stock in connection with the Transaction and on the terms and subject to the conditions set forth in the Share Purchase and Contribution Agreement.
In the afternoon of March 29, 2023, the parties exchanged final drafts of the Put Option, the Share Purchase and Contribution Agreement, the Investor Rights Agreement, and the Sellers’ Note, reflecting the negotiated resolution of the open business points, as well as a finalized draft of the disclosure schedules.
Later in the afternoon of March 29, 2023, the parties executed the Put Option, the Investor Rights Agreement and the Voting Agreement. Webhelp and Concentrix also entered into an amendment to the Standstill Agreement extending the term through December 31, 2023. Concurrently with entering into the Put Option, Concentrix entered into the Bridge Commitment Letter with JPMorgan Chase.
Following the stock market close on March 29, 2023, Concentrix issued a press release announcing the execution of the Put Option and the planned Transaction, and Mr. Caldwell announced the Transaction in the Concentrix quarterly earnings call. Webhelp and GBL also issued press releases to media outlets and on their respective websites announcing the execution of the Put Option and the planned Transaction.
On June 2, 2023, following the completion of the works councils process and collection of PoAs from certain Sellers, the Beneficiaries exercised the Put Option.
On June 12, 2023, the parties executed the Share Purchase and Contribution Agreement consistent with the terms of the Put Option.
Recommendation of the Board
At a meeting of the Board on March 29, 2023, after careful consideration, including detailed discussions with Concentrix’ management and its legal and financial advisors, the Board unanimously:
determined that the Share Purchase and Contribution Agreement and the Transaction, including the payment of the Cash Purchase Price and issuance of shares of Concentrix common stock in connection with the Transaction, are fair to, and in the best interests of, Concentrix and Concentrix’ stockholders;
approved and declared advisable the Share Purchase and Contribution Agreement and the Transaction, including the payment of the Cash Purchase Price and issuance of shares of Concentrix common stock in connection with the Transaction, on the terms and subject to the conditions set forth in the Share Purchase and Contribution Agreement;
approved entering into the Share Purchase and Contribution Agreement, subject to and upon final resolution of the outstanding issues and approval by works councils, as directed by the Board to management;
directed that the issuance of shares of Concentrix common stock in connection with the Transaction be submitted to Concentrix’ stockholders for their approval; and
resolved to recommend that Concentrix’ stockholders approve the issuance of shares of Concentrix common stock in connection with the Transaction on the terms and subject to the conditions set forth in the Share Purchase and Contribution Agreement.
Accordingly, the Board unanimously recommends that Concentrix’ stockholders vote “FOR the Share Issuance Proposal and “FOR the Adjournment Proposal.
Reasons for Recommending the Share Issuance
In arriving at this determination and recommendation, the Board reviewed and discussed various transaction-related information, held a number of meetings, consulted with Concentrix’ management, legal counsel and financial advisors and considered the business, assets and liabilities, results of operations, financial performance, strategic direction and prospects of Concentrix and Webhelp and the terms of the Transaction and determined that the Transaction was in the best interests of Concentrix and its stockholders, as described in the
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section of this proxy statement entitled “The Transaction—Background of the Transaction”. The following are some of the significant factors that were considered by the Board and supported its decision to approve the Put Option and the Share Purchase and Contribution Agreement (not necessarily in order of relative importance):
Concentrix believes that the Transaction will enhance Concentrix’ position as a leading global provider of CX solutions and technology, and is expected to result in a number of strategic benefits, including:
Enhancing Concentrix’ position as a leader in the growing CX industry. Webhelp is a CX leader in Europe, Latin America and Africa with expected fiscal year 2023 revenue of approximately $3.0 billion. The combination is expected to create a leading global CX provider with broad capabilities across digital services and technology, delivered at scale, positioned to accelerate growth in a dynamic market of rapidly changing consumer expectations.
Adding clients in attractive growing markets, and further diversifying Concentrix’ client list. Webhelp would add approximately 1,000 clients to Concentrix, including more than 25 Fortune Global 500 and more than 200 new economy clients. The combined company is expected to have approximately 2,000 clients, including more than 150 Fortune Global 500 clients and more than 300 new economy clients. Webhelp’s clients are predominantly based outside of North America, and Webhelp would expand Concentrix’ domestic sales presence into 12 additional countries.
Significantly expanding Concentrix’ footprint in Europe, Latin America and Africa. The Transaction is expected to establish a robust, well-balanced global footprint, enhancing Concentrix’ presence in Europe and Latin America, and establishing its footprint in Africa, all at scale. Webhelp would add operations in more than 25 new countries to Concentrix, and the combined company would have a robust global footprint across more than 70 countries, with diversified revenue contribution nearly evenly split between the Americas, Europe and Asia Pacific.
Expanding breadth and global reach of high-value services and digital capabilities. The Transaction would bring together a broad set of offerings combining the digital capabilities of the two companies to better serve the needs of their clients with high-value services. The combined organization would have robust platforms meeting the needs of the strategic verticals it serves. Additionally, the combination is expected to accelerate Concentrix Catalyst’s global reach by adding Webhelp’s engineering talent in Europe and Latin America.
Strengthening support for clients and staff, and combining complementary cultures. Both Concentrix and Webhelp have been recognized as leaders globally by Great Places to Work and Comparably. In addition, both companies have earned hundreds of awards for ESG and staff environment, well-being, diversity and engagement, as well as hundreds of client partner of choice awards within the past three years.
Adding to revenue growth, profitability and non-GAAP earnings per share (“EPS”) in the first year. The combination would enhance an already attractive financial profile through anticipated accretion to revenue growth, profitability, and non-GAAP diluted EPS. Webhelp is expected to generate approximately $3.0 billion of revenue and $500.0 million of adjusted EBITDA in 2023, reflecting over 8% organic constant currency growth. The Transaction is expected to be accretive to non-GAAP EPS in the first full year following the Closing Date.
In addition to the strategic factors summarized above, the Board also considered the following factors in connection with its evaluation of the Transaction:
the respective businesses, operations, management, geographic footprint, results of operations, financial condition, earnings and prospects of Concentrix and Webhelp;
the results of the due diligence investigation of Webhelp and its business, including with respect to legal, accounting, finance, tax, real estate and human resources matters, conducted by Concentrix and its advisors and the reputation, business practices and experience of Webhelp and its management;
the review by the Board with its advisors of the structure of the Transaction and the financial and other terms of the Transaction documents;
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trends and competitive developments in the CX industry and the range of strategic alternatives available to Concentrix;
the recommendation of Concentrix’ management in favor of the Transaction;
the fact that Concentrix’ stockholders must approve the Share Issuance Proposal;
the Concentrix and Webhelp teams’ commitment to realizing the anticipated value of the Transaction, and Concentrix’ track record of integration and deleveraging following significant strategic transactions;
the changes in the composition of the Board as a result of the Transaction;
Concentrix’ management’s estimate that the combined company may be able to generate $120.0 million in annual synergies by the third year following the Closing Date, as more fully described in the section of this proxy statement entitled “—Certain Concentrix Projections”;
the anticipated timing of the consummation of the Transaction and that the Transaction could be completed in a reasonable timeframe and in an orderly manner;
the fact that the Closing Shares and Earnout Shares are structured as fixed numbers of shares, which gives certainty as to the maximum number of shares of Concentrix common stock that will be issued in connection with the Transaction;
the oral opinion delivered by J.P. Morgan to the Board on March 29, 2023, which was subsequently confirmed by delivery of the Opinion to the Board, to the effect that, as of the date of the Opinion and based upon and subject to the factors and assumptions set forth in the Opinion, the consideration to be paid by Concentrix and Purchaser in the proposed Transaction was fair, from a financial point of view, to Concentrix, as more fully described in the section of this proxy statement entitled “—Opinion of J.P. Morgan Securities LLC”;
the terms and conditions of the Put Option and the Share Purchase and Contribution Agreement (which are described in more detail in the sections of this proxy statement entitled “The Put Option” and “The Share Purchase and Contribution Agreement”), taken as a whole, including the parties’ representations, warranties and covenants, and the circumstances under which the Put Option and the Share Purchase and Contribution Agreement may be terminated;
the conditions to the completion of the Transaction and that, while the completion of the Transaction is subject to various regulatory approvals, such approvals are likely to be satisfied on a timely basis;
the fact that, while Concentrix is obligated to use its reasonable best efforts to take all actions that are necessary, proper or advisable to consummate the Transaction as promptly as practicable, such efforts standard would not obligate Concentrix to take any actions that would, individually or in the aggregate, reasonably be expected to have a material adverse effect on the financial condition, assets and liabilities of the combined company;
the requirement that Webhelp reimburse Concentrix for its reasonable costs and expenses directly related to the Transaction of up to $31.0 million if the Transaction is not completed because of (i) the non-exercise of the Put Option by the Sellers by the Expiry Date or (ii) the willful and material breach of the Beneficiaries’ covenant in the Put Option not to solicit an alternative acquisition proposal of Webhelp Parent or its subsidiaries. If the Beneficiaries, Webhelp Parent or any of their affiliates enter into a definitive agreement with respect to or consummate an alternative acquisition proposal of Webhelp Parent or its subsidiaries, then the cap on reimbursable expenses will be increased to $110.0 million;
the terms of the Bridge Commitment Letter and the Bridge Facility thereunder, based on the then-current market for such commitments and facilities;
the agreement of the Voting Agreement Stockholders to vote their shares of Concentrix common stock in favor of the Share Issuance Proposal; and
the historical trading prices of shares of Concentrix common stock.
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The Board also considered a number of uncertainties and risks in its deliberations concerning the Transaction, including the following:
the risk that the potential benefits of the Transaction may not be fully realized, including the possibility that synergies, cost savings, growth opportunities and operating efficiencies expected to result from the Transaction may not be realized to the extent or on the timeline expected, or at all;
the dilution associated with the issuance of the Closing Shares and the potential issuance of the Earnout Shares;
the expected incurrence by Concentrix of a substantial amount of additional debt to complete the Transaction and the risk that this debt may not be on terms expected or may result in higher borrowing costs or have a shorter maturity than those anticipated;
the fact that Concentrix has incurred and will continue to incur significant costs and expenses in connection with the Transaction, regardless of whether it is completed, and the substantial time and effort of management required to complete the Transaction and the subsequent integration of the businesses;
the risk of diverting Concentrix’ management’s focus and resources from other strategic opportunities and from operational matters, and potential disruption of Concentrix’ management associated with the Transaction and integration of the companies;
the fact that Concentrix will be subject to certain restrictions on the conduct of its businesses during the period between signing the Put Option and completion of the Transaction;
the absence of a financing condition, and Webhelp’s ability to specifically enforce Concentrix’ obligations under the Share Purchase and Contribution Agreement;
the risk that the Sellers may not have exercised the Put Option by the Expiry Date;
the potential length of the regulatory approval process and the period of time during which Concentrix may be subject to the Share Purchase and Contribution Agreement;
the possibility that governmental authorities might seek to require certain actions of Concentrix or Webhelp or impose certain terms, conditions or limitations on Concentrix’ or Webhelp’s businesses in connection with granting approval of the Transaction or might otherwise seek to prevent or delay the Transaction, including the risk that governmental authorities might seek an injunction;
the risk that the Transaction may not be completed despite the parties’ efforts or that completion of the Transaction may be delayed, even if the requisite approval is obtained from Concentrix’ shareholders, including the possibility that conditions to the parties’ obligations to complete the Transaction may not be satisfied, and the potential resulting disruptions to Concentrix’ business;
the requirement that Concentrix reimburse Webhelp for its reasonable costs and expenses directly related to the Transaction of up to $31.0 million if the Share Purchase and Contribution Agreement is terminated because the Share Issuance Proposal is not approved by Concentrix’ stockholders;
the requirement that Concentrix pay Webhelp Parent a termination fee of $110.0 million if the Share Purchase and Contribution Agreement is terminated under certain circumstances;
the potential negative effects of the announcement and pendency of the Transaction on Concentrix’ and Webhelp’s businesses and relationships with staff, clients, vendors, other business partners, and the communities in which they operate, including the risk that certain key members of senior management of Concentrix or Webhelp might choose to not remain with the combined company;
the risks inherent in the businesses of Concentrix and Webhelp; and
various other risks associated with the Transaction and the businesses of Concentrix, Webhelp and the combined company described under “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.”
The above discussion of the information and factors considered by the Board in its consideration of the Transaction is not intended to be exhaustive, but includes the material factors considered by the Board. In light
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of the number and wide variety of factors considered in connection with the evaluation of the Transaction and the complexity of these matters, the Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors it considered in reaching its determination. The Board viewed its position as being based on all of the information available to it and the factors presented to and considered by it. However, some directors may have given different weight to different factors. The factors, potential risks and uncertainties contained in this explanation of Concentrix’ reasons for the Transaction and other information presented in this section contain information that is forward-looking in nature and, therefore, should be read in light of the factors discussed in “Cautionary Statement Regarding Forward-Looking Statements.”
Certain Concentrix Projections
Concentrix Financial Projections
Concentrix’ management does not as a matter of course publish detailed or long-term public forecasts or projections as to its future financial performance beyond the then-current fiscal year due to, among other things, the inherent difficulty of accurately predicting financial performance for future periods and the uncertainty, unpredictability and subjectivity as to the underlying assumptions and the estimates and the uncertainty inherent in Concentrix’ business. However, in connection with the evaluation of the Transaction, Concentrix’ management prepared certain unaudited long-term illustrative financial projections of Concentrix for fiscal years ending November 30, 2023 through 2026 (collectively, the “Concentrix Financial Projections”). Such financial projections reflected Concentrix’ management’s best estimates as to Concentrix’ future performance and were on a stand-alone basis assuming Concentrix would continue as an independent company without giving effect to the Transaction. The Concentrix Financial Projections were provided to the Board in connection with its evaluation of the proposed Transaction and were also provided to J.P. Morgan and approved by the Board for the use of and reliance by, and used and relied upon by, J.P. Morgan for the purpose of performing its financial analyses in connection with rendering its opinion as described in the section of this proxy statement entitled “—Opinion of J.P. Morgan Securities LLC.” Concentrix directed J.P. Morgan to use and rely on the Concentrix Financial Projections for such purpose, including using the fiscal years ending November 30, 2023 through 2026 as proxy for fiscal years ending December 31, 2023 through 2026 as applicable, and such Concentrix Financial Projections are referred to in the section of this proxy statement entitled “—Opinion of J.P. Morgan Securities LLC.”
The Concentrix Financial Projections were developed from historical financial statements and reflect numerous assumptions and estimates that Concentrix’ management made in good faith at the time such financial projections were prepared, including, without limitation, as to industry performance, general business, economic, regulatory, market and financial conditions and other future events, and other factors described below in “—General.” These assumptions and estimates are predictions about the future, concern matters that may be beyond the control of Concentrix, were made as of the date the Concentrix Financial Projections were prepared, and may not be reflective of actual results, since the date such projections were prepared, now or in the future.
The following table presents a summary of the Concentrix Financial Projections (unaudited) for each of the fiscal years ended November 30 as listed below:
(Dollars in millions)
FY2023E
FY2024E
FY2025E
FY2026E
Concentrix revenue
$6,790
$7,333
$7,993
$8,712
Concentrix non-GAAP adjusted EBITDA (pre-SBC)(1)
$1,115
$1,213
$1,326
$1,455
Less: Share-based compensation (SBC)
$(64)
$(72)
$(80)
$(89)
Concentrix non-GAAP adjusted EBITDA (post-SBC)(2)
$1,051
$1,141
$1,246
$1,366
Less: Taxes
$(195)
$(219)
$(250)
$(284)
Less: Capital expenditures
$(140)
$(160)
$(168)
$(180)
Less: Change in net working capital
$(136)
$(148)
$(152)
$(159)
Concentrix unlevered free cash flow(3)
$580
$614
$676
$744
(1)
Concentrix adjusted EBITDA (pre-SBC) is a non-GAAP financial measure that Concentrix’ management uses to monitor and evaluate the performance of Concentrix. Concentrix defines adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, adjusted to exclude acquisition-related and integration expenses, including related restructuring costs, amortization of intangible assets and share-based compensation. Numbers may not add up due to rounding.
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(2)
Concentrix adjusted EBITDA (post-SBC) is a non-GAAP financial measure that Concentrix’ management uses to monitor and evaluate the performance of Concentrix, and is defined as Concentrix adjusted EBITDA (pre-SBC) less share-based compensation. Numbers may not add up due to rounding.
(3)
Unlevered Free Cash Flow is a non-GAAP financial measure which represents adjusted EBITDA (pre-SBC) less share-based compensation, taxes, capital expenditures and changes in net working capital.
The Concentrix Financial Projections were not prepared with a view to public disclosure and are included in this proxy statement only because such information was provided to the Board in connection with its evaluation of the proposed Transaction and provided to J.P. Morgan and approved by the Board for the use of and reliance by J.P. Morgan for the purpose of performing its financial analyses in connection with rendering its opinion as described in the section of this proxy statement entitled “—Opinion of J.P. Morgan Securities LLC,” as directed by Concentrix’ management and approved by the Board for the purpose of providing Concentrix stockholders access to certain information that was made available by the Board in connection with its evaluation of the proposed Transaction.
Webhelp Financial Projections
In connection with the Transaction, Concentrix management prepared, based on financial projection information received from Webhelp and moderately adjusted downward by Concentrix management, certain unaudited Webhelp financial projections (the “Webhelp Projections”). The Webhelp Projections were prepared on a stand-alone basis assuming Webhelp would continue as an independent company without giving effect to the Transaction. The Webhelp Projections were provided to the Board in connection with its evaluation of the proposed Transaction and were also provided to J.P. Morgan and approved by the Board for the use of and reliance by, and used and relied upon by, J.P. Morgan for the purpose of performing its financial analyses in connection with rendering its opinion as described in the section of this proxy statement entitled “—Opinion of J.P. Morgan Securities LLC.” Concentrix directed J.P. Morgan to use and rely on the Webhelp Projections for such purpose, and such Webhelp Projections are referred to in the section of this proxy statement entitled “—Opinion of J.P. Morgan Securities LLC.”
The following table presents a summary of the Webhelp Projections (unaudited) for each of the fiscal years ended December 31 as listed below:
(Dollars in millions) (1)
FY2023E
FY2024E
FY2025E
FY2026E
Webhelp revenue
$2,975
$3,272
$3,580
$3,917
Webhelp non-GAAP adjusted EBITDA (pre-SBC)(2)
$502
$581
$657
$738
Less: Stock-based compensation (SBC)
$(10)
$(11)
$(12)
$(14)
Webhelp non-GAAP adjusted EBITDA (post-SBC)(3)
$492
$569
$644
$724
Less: Taxes
$(115)
$(136)
$(155)
$(175)
Less: Capital expenditures
$(125)
$(98)
$(107)
$(118)
Less: Change in net working capital
$(70)
$(42)
$(43)
$(42)
Less: Non-recurring costs(4)
$(34)
$(42)
$(10)
$(11)
Webhelp unlevered free cash flow(5)
$148
$252
$329
$378
(1)
Based on a EUR/USD exchange rate of 1.0782.
(2)
Adjusted EBITDA (pre-SBC) excludes the application of IFRS 16 Leases and is a non-GAAP financial measure defined as earnings before interest, taxes, depreciation and amortization, adjusted to exclude share-based compensation.
(3)
Adjusted EBITDA (post-SBC) excludes the application of IFRS 16 Leases and is a non-GAAP financial measure defined as earnings before interest, taxes, depreciation, amortization, less stock-based compensation.
(4)
Non-recurring costs include one-time costs, including costs related to acquisitions, real estate and other transformation costs, and acquisition-related earnout payments.
(5)
Unlevered free cash flow is a non-GAAP financial measure which represents adjusted EBITDA (pre-SBC) less share-based compensation, taxes, capital expenditures, changes in net working capital, and non-recurring costs.
The Webhelp Projections were not prepared with a view to public disclosure and are included in this proxy statement only because such information was provided to the Board in connection with its evaluation of the proposed Transaction and were also provided to J.P. Morgan and approved by the Board for the use of and reliance by J.P. Morgan for the purpose of performing its financial analyses in connection with rendering its
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opinion as described in the section of this proxy statement entitled “—Opinion of J.P. Morgan Securities LLC,” as directed by Concentrix’ management and approved by the Board for the purpose of providing Concentrix stockholders access to certain information that was made available by the Board in connection with its evaluation of the proposed Transaction.
Synergies
Additionally, in connection with its evaluation of the Transaction, Concentrix’ management prepared certain estimates of potential cost synergies anticipated by Concentrix’ management to result from the Transaction in the first three full years following the completion of the Transaction (the “Management Synergies”), which were provided to the Board in connection with its evaluation of the proposed Transaction. The following table presents a summary of the Management Synergies:
(Dollars in millions)
Year 1
Year 2
Year 3
Cost Synergies
$75
$100
$120
Additionally, for purposes of J.P. Morgan’s financial analysis performed in connection with rendering its opinion as described in the section of this proxy statement entitled “—Opinion of J.P. Morgan Securities LLC,” Concentrix’ management adjusted the Management Synergies to be presented on a fiscal year-end-basis for the fiscal years ending November 30, 2023 through 2026, which resulted in potential cost synergy estimates of $10 million in fiscal year 2023, $90 million in fiscal year 2024, $105 million in fiscal year 2025 and $120 million in fiscal year 2026 (the “Adjusted Synergies” and together with the Management Synergies, the “Synergies”). Concentrix directed J.P. Morgan to use and rely on the Adjusted Synergies for such purpose, and such synergies are referred to in the section of this proxy statement entitled “—Opinion of J.P. Morgan Securities LLC.”
The Synergies reflect numerous assumptions and reflect Concentrix’ management’s best estimates as to the potential synergies of a combined company, which Concentrix made in good faith. The Synergies were not prepared with a view to public disclosure and are included in this proxy statement only because such information was provided to the Board in connection with its evaluation of the proposed Transaction and provided to J.P. Morgan and approved by the Board for the use of and reliance by J.P. Morgan for the purpose of performing its financial analyses in connection with rendering its opinion as described in the section of this proxy statement entitled “—Opinion of J.P. Morgan Securities LLC,” as directed by Concentrix’ management and approved by the Board for the purpose of providing Concentrix stockholders access to certain information that was made available by the Board in connection with its evaluation of the proposed Transaction.
General
The Concentrix Financial Projections, Webhelp Projections, and Synergies (collectively, the “Concentrix Projections”) were prepared by Concentrix’ management for internal use and were not prepared with a view to public disclosure, nor were they prepared with a view toward compliance with published guidelines of the SEC, with the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of projections, or with generally accepted accounting principles. The Concentrix Projections are prospective and should not be relied upon as being necessarily indicative of future results, and readers of this proxy statement are cautioned not to place undue reliance on this prospective financial information. The Concentrix Projections were prepared by, and are the responsibility of, Concentrix’ management. No independent registered public accounting firm has audited, reviewed, examined, compiled, or applied any agreed-upon procedures with respect to the Concentrix Projections nor has any independent registered public accounting firm expressed any opinion or any other form of assurance on such information or its achievability. The reports of Concentrix’ independent registered public accounting firm incorporated by reference into this proxy statement relate to Concentrix’ historical financial information and do not extend to the Concentrix Projections, nor should they be read to do so.
While the Concentrix Projections are presented with numeric specificity, they reflect numerous assumptions and estimates that Concentrix’ management made in good faith at the time such projections were prepared with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as the ability to achieve the projected synergies, the level of outsourced customer experience spending, competitive conditions in the industry and market acceptance of Concentrix’ or Webhelp’s
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solutions and technologies. These assumptions and estimates represent predictions about factors that may be beyond the control of Concentrix and Webhelp or any other person, were made as of the date the Concentrix Projections were prepared, and may not be reflective of actual results, either since the date such projections were prepared, now or in the future.
Important factors that may affect actual results and cause the Concentrix Projections not to be achieved include risks and uncertainties relating to Concentrix’ and Webhelp’s businesses, including their abilities to achieve their respective strategic goals, objectives, targets and cost savings over applicable periods, customer demand for products, successful and timely development of products, an evolving competitive landscape, rapid technological change, general business, economic and political conditions and other factors described under “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements,” as well as the risk factors with respect to Concentrix’ business contained in its most recent SEC filings, which readers are urged to review, which may be found as described under “Where You Can Find More Information.” In addition, the Concentrix Projections cover multiple future years, and such information by its nature is less reliable in predicting each successive year. The Concentrix Projections also do not take into account any circumstances or events occurring after the date on which they were prepared, do not take into account the effect of any failure of the Transaction to be completed and should not be viewed as relevant or continuing in that context and, with respect to the Concentrix Financial Projections and the Webhelp Projections, do not give effect to the transactions contemplated by the Put Option and Share Purchase and Contribution Agreement, including the Transaction. The Concentrix Projections also reflect assumptions as to certain business decisions that are subject to change. As a result, actual results may differ materially from those contained in the Concentrix Projections. Accordingly, there can be no assurance that the Concentrix Projections will be realized or that actual results will not be significantly lower than projected. The Concentrix Projections are not included in this proxy statement to induce any stockholder to vote in favor of the Share Issuance Proposal or the Adjournment Proposal, or in favor of any other proposal. Because the Concentrix Projections reflect estimates and judgments, they are susceptible to sensitivities and assumptions, as well as to multiple interpretations. The Concentrix Projections are not, and should not be considered to be, a guarantee of future operating results. Further, the Concentrix Projections are not fact and should not be relied upon as being necessarily indicative of future results or for purposes of making any investment decision. The Concentrix Projections are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For information on factors that may cause our future financial results to materially vary, see the section of this proxy statement entitled “Cautionary Statement Regarding Forward-Looking Statements.”
The inclusion of the Concentrix Projections in this proxy statement should not be regarded as an indication that Concentrix, Webhelp, or any of their respective affiliates, advisors or representatives considered the Concentrix Projections to be predictive of actual future events, and the Concentrix Projections should not be relied on as such. Concentrix, Webhelp, and their respective affiliates, advisors, officers, employees, directors or representatives can give you no assurance that actual results will not differ materially from the Concentrix Projections, and none of them undertakes any obligation to update or otherwise revise or reconcile the Concentrix Projections to reflect circumstances existing after the date such projections were prepared or to reflect the occurrence of future events even in the event that any or all of the assumptions underlying such projections are shown to be in error. Concentrix and Webhelp do not plan to publicly update or make any other revision to the Concentrix Projections. Concentrix, Webhelp and their respective affiliates, advisors, officers, employees, directors or representatives make no representation to any stockholder of Concentrix or any other person regarding Concentrix’ and Webhelp’s ultimate performance compared to the Concentrix Projections or that the results reflected therein will be achieved. Concentrix has not made any representation to Webhelp or Webhelp Parent, in the Put Option or Share Purchase and Contribution Agreement or otherwise, concerning the Concentrix Projections. For the reasons described above, readers of this proxy statement are cautioned not to place undue, if any, reliance on the Concentrix Projections.
The Concentrix Projections contain certain non-GAAP financial measures, including adjusted EBITDA and unlevered free cash flow, that Concentrix believes are helpful in understanding past financial performance and future results. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures used by Concentrix may not be comparable to similarly titled amounts used by other companies. No reconciliation of non-GAAP financial measures in the Concentrix Projections to GAAP measures were created or used in connection with preparing the Concentrix Projections, and there would be inherent difficulty in forecasting and quantifying the measures that would be necessary for such reconciliation.
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Neither PricewaterhouseCoopers Audit nor Deloitte & Associés, Webhelp’s joint independent auditors (the “Joint Independent Auditors”), nor any other independent accountants have audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to the Webhelp Projections and, accordingly, the Joint Independent Auditors do not express any opinion or any other form of assurance with respect thereto. The Joint Independent Auditors have not expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the Webhelp Projections. The PricewaterhouseCoopers Audit and Deloitte & Associés joint report included in this document relates to Webhelp’s historical financial statements. It does not extend to the Webhelp Projections and should not be read to do so.
Opinion of J.P. Morgan Securities LLC
Pursuant to an engagement letter, Concentrix retained J.P. Morgan as its financial advisor in connection with the proposed Transaction.
At the Board meeting on March 29, 2023, J.P. Morgan rendered its oral opinion to the Board that, as of such date and based upon and subject to the factors and assumptions set forth in its opinion, the consideration to be paid by Concentrix and Purchaser in the proposed Transaction was fair, from a financial point of view, to Concentrix. J.P. Morgan has confirmed its March 29, 2023 oral opinion by delivering its written opinion, dated March 29, 2023 (the “Opinion”), to the Board, that, as of such date, the consideration to be paid by Concentrix and Purchaser in the proposed Transaction was fair, from a financial point of view, to Concentrix.
The full text of the Opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the review undertaken, is attached as Annex E to this proxy statement and is incorporated herein by reference. The summary of the Opinion set forth in this proxy statement is qualified in its entirety by reference to the full text of the Opinion. Concentrix’ stockholders are urged to read the Opinion in its entirety. The Opinion was addressed to the Board (in its capacity as such) in connection with and for the purposes of its evaluation of the proposed Transaction and was directed only to the consideration to be paid by Concentrix and Purchaser in the proposed Transaction and did not address any other aspect of the Transaction. J.P. Morgan expressed no opinion as to the fairness of the consideration to the holders of any class of securities, creditors or other constituencies of Concentrix or as to the underlying decision by Concentrix to engage in the proposed Transaction. The issuance of the Opinion was approved by a fairness committee of J.P. Morgan. The Opinion does not constitute a recommendation to any stockholder of Concentrix as to how such stockholder should vote with respect to the proposed Transaction or any other matter.
In arriving at its opinions, J.P. Morgan, among other things:
reviewed a draft dated March 29, 2023 of the Put Option;
reviewed a draft dated March 29, 2023 of the Share Purchase and Contribution Agreement;
reviewed certain publicly available business and financial information concerning Webhelp Parent and Concentrix and the industries in which they operate;
compared the proposed financial terms of the Transaction with the publicly available financial terms of certain transactions involving companies J.P. Morgan deemed relevant and the consideration received for such companies;
compared the financial and operating performance of Webhelp Parent and Concentrix with publicly available information concerning certain other companies J.P. Morgan deemed relevant and reviewed the current and historical market prices of the Concentrix common stock and certain publicly traded securities of such other companies;
reviewed certain internal financial analyses and forecasts prepared by the managements of Webhelp Parent and Concentrix relating to Webhelp Parent’s and Concentrix’ business, as well as the estimated amount and timing of the cost savings and related expenses and synergies expected to result from the Transaction; and
performed such other financial studies and analyses and considered such other information as J.P. Morgan deemed appropriate for the purposes of its Opinion.
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In addition, J.P. Morgan held discussions with certain members of the management of Concentrix with respect to certain aspects of the Transaction, and the past and current business operations of Webhelp Parent and Concentrix, the financial condition and future prospects and operations of Webhelp Parent and Concentrix, the effects of the Transaction on the financial condition and future prospects of Concentrix, and certain other matters J.P. Morgan believed necessary or appropriate to its inquiry.
In giving its Opinion, J.P. Morgan relied upon and assumed the accuracy and completeness of all information that was publicly available or was furnished to or discussed with J.P. Morgan by Concentrix or otherwise reviewed by or for J.P. Morgan. J.P. Morgan did not independently verify any such information or its accuracy or completeness and, pursuant to J.P. Morgan’s engagement letter with Concentrix, J.P. Morgan did not assume any obligation to undertake any such independent verification. J.P. Morgan did not conduct and was not provided with any valuation or appraisal of any assets or liabilities, nor did J.P. Morgan evaluate the solvency of any Sellers, Webhelp Parent, or Concentrix under any state or federal laws relating to bankruptcy, insolvency or similar matters. In relying on financial analyses and forecasts provided to J.P. Morgan or derived therefrom, including the Adjusted Synergies, J.P. Morgan assumed that they were reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by management as to the expected future results of operations and financial condition of Webhelp Parent and Concentrix to which such analyses or forecasts relate. J.P. Morgan expressed no view as to such analyses or forecasts (including the Adjusted Synergies) or the assumptions on which they were based. At the direction of the management of Concentrix, J.P. Morgan assumed that (i) the Earnout Shares and Sellers’ Note have the values provided by the management of Concentrix; and (ii) the restrictions on the voting and governance rights of the Investors (as defined in the Investor Rights Agreement) will have no impact on the value of the portion of the consideration to be received by the Investors. J.P. Morgan also assumed that the Transaction and the other transactions contemplated by the Put Option and the Share Purchase and Contribution Agreement will have the tax consequences described in discussions with, and materials furnished to J.P. Morgan by, representatives of Concentrix, and will be consummated as described in the Put Option and the Share Purchase and Contribution Agreement, and that the definitive Put Option and the Share Purchase and Contribution Agreement would not differ in any material respects from the drafts thereof furnished to J.P. Morgan. J.P. Morgan also assumed that the representations and warranties made by Concentrix, Purchaser, the Sellers, and Webhelp Parent in the Put Option and the Share Purchase and Contribution Agreement and the related agreements were and will be true and correct in all respects material to its analysis, and that the consideration adjustment will not result in any adjustment to the consideration that is material to its analysis. J.P. Morgan is not a legal, regulatory or tax expert and relied on the assessments made by advisors to Concentrix with respect to such issues. J.P. Morgan further assumed that all material governmental, regulatory or other consents and approvals necessary for the consummation of the Transaction will be obtained without any adverse effect on Webhelp Parent or Concentrix or on the contemplated benefits of the Transaction.
The Opinion was necessarily based on economic, market and other conditions as in effect on, and the information made available to J.P. Morgan as of, the date of the Opinion. The Opinion noted that subsequent developments may affect the Opinion and that J.P. Morgan does not have any obligation to update, revise, or reaffirm the Opinion. The Opinion is limited to the fairness, from a financial point of view, of the consideration to be paid by Concentrix and Purchaser in the proposed Transaction, and J.P. Morgan has expressed no opinion as to (i) the fairness of the consideration to the holders of any class of securities, creditors or other constituencies of Concentrix, (ii) the allocation of the aggregate consideration as between the Sellers or (iii) the underlying decision by Concentrix to engage in the Transaction. J.P. Morgan also has not expressed any opinion as to the Investor Rights Agreement or any voting, governance or other rights of the Contributed Sellers, whether pursuant thereto, pursuant to the other documentation to be entered into in connection with the Transaction, or otherwise (and did not take any such rights into account in its analysis), the Exit Call Option Agreement, the Exit Put Option Agreement or the Exit Agreement (each, as defined in the Share Purchase and Contribution Agreement). Furthermore, J.P. Morgan expressed no opinion with respect to the amount or nature of any compensation to any officers, directors, or employees of any party to the Transaction, or any class of such persons relative to the consideration to be paid by Concentrix and Purchaser in the Transaction or with respect to the fairness of any such compensation. J.P. Morgan expressed no opinion as to the price at which the Concentrix common stock or the Earnout Shares will trade at any future time.
The terms of the Put Option and the Share Purchase and Contribution Agreement, including the consideration, were determined through arm’s length negotiations between Webhelp Parent and Concentrix, and the decision to
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enter into the Put Option and the Share Purchase and Contribution Agreement was solely that of the Board. The Opinion and J.P. Morgan’s financial analyses were only one of the many factors considered by the Board in its evaluation of the proposed Transaction and should not be viewed as determinative of the views of the Board with respect to the proposed Transaction or the consideration.
Financial Analyses
In accordance with customary investment banking practice, J.P. Morgan employed generally accepted valuation methodologies in rendering its opinion to the Board on March 29, 2023 and contained in the presentation delivered to the Board on such date in connection with the rendering of such opinion. The following is a summary of the material financial analyses utilized by J.P. Morgan in connection with rendering its opinion to the Board and does not purport to be a complete description of the analyses or data presented by J.P. Morgan. Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and in order to more fully understand the financial analyses used by J.P. Morgan, the tables must be read together with the full text of each summary. Considering the data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of J.P. Morgan’s analyses.
For purposes of the financial analyses described below, the term “offer-implied firm value” means an implied firm value of $4,768 million, calculated based on (i) an implied equity value of $2,915 million, calculated based on 14.9 million shares of Concentrix common stock issued to the Sellers at a per share price of $120.61, as of March 27, 2023, plus the cash consideration of $539 million, plus the present value of the Sellers’ Note of $686 million, minus a net debt purchase price adjustment of $103 million, per Concentrix’ management, plus (ii) estimated Webhelp Parent net debt of $1,774 million as of September 30, 2023, per Concentrix’ management, plus (iii) an illustrative value of the Earnout Shares of $79 million, per Concentrix’ management. Euro-denominated amounts used in the financial analyses described below were converted into U.S. dollars at the then-prevailing exchange rate.
Webhelp Parent Financial Analyses
Public Trading Multiples Analysis
Using publicly available information, J.P. Morgan compared selected financial data of Webhelp Parent with similar data for selected publicly traded companies engaged in businesses which J.P. Morgan judged to be analogous to those engaged in by Webhelp Parent. The companies selected by J.P. Morgan (the “Selected Companies”) were:
Teleperformance SE
Telus International (Cda) Inc.
TTEC Holdings, Inc.
Majorel Group Luxembourg S.A.
TaskUs, Inc.
TDCX Inc.
Genpact Ltd.
ExlService Holdings, Inc.
WNS (Holdings) Ltd.
The Selected Companies were chosen because they are publicly traded companies with operations and businesses that, for purposes of J.P. Morgan’s analysis, may be considered similar in certain respects to those of Webhelp Parent and/or one or more of its businesses. The Selected Companies may be considered similar to Webhelp Parent and/or one or more of its businesses based on the nature of their assets and operations; however, none of the companies selected is identical or directly comparable to Webhelp Parent or such businesses, and certain of these companies may have characteristics that are materially different from those of Webhelp Parent or such
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businesses. J.P. Morgan’s analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the selected companies differently than they would affect Webhelp Parent or such businesses.
Using publicly available information, J.P. Morgan calculated, for each Selected Company, such relevant company’s firm value, calculated as the market value of the relevant company’s common stock on a fully diluted basis as of close of trading on March 27, 2023, plus any debt, less cash and cash equivalents, which is referred to in this section entitled “—Opinion of J.P. Morgan Securities LLC” of this proxy statement as “FV,” as a multiple of the consensus equity research analyst estimates for such relevant company’s adjusted earnings before interest, taxes, depreciation and amortization but before taking into account stock-based compensation expense, which is referred to in this section entitled “—Opinion of J.P. Morgan Securities LLC” of this proxy statement as “Adj. EBITDA,” for the fiscal year ending December 31, 2023, which multiple is referred to in this section entitled “—Opinion of J.P. Morgan Securities LLC” of this proxy statement as “FV/2023E Adj. EBITDA.”
This analysis indicated the following FV/2023E Adj. EBITDA multiples:
 
FV/ 2023E Adj.
EBITDA
Teleperformance SE
10.0x
Telus International (Cda) Inc.
11.3x
TTEC Holdings, Inc.
8.8x
Majorel Group Luxembourg S.A.
6.1x
TaskUs, Inc.
7.7x
TDCX Inc.
7.8x
Genpact Ltd.
10.9x
ExlService Holdings, Inc.
15.6x
WNS (Holdings) Ltd.
16.0x
Based on the results of this analysis and J.P. Morgan’s experience and professional judgment, J.P. Morgan selected a multiple reference range of 7.5x to 11.0x for FV/2023E Adj. EBITDA.
After applying this range to Webhelp Parent’s estimated Adj. EBITDA for the fiscal year ending December 31, 2023, based on the Webhelp Projections, as defined and summarized in the section entitled “—Certain Concentrix Projections” of this proxy statement, the analysis indicated the following range of implied firm value of Webhelp Parent (expressed in millions), rounded to the nearest $25 million:
 
Implied Firm Value of
Webhelp Parent
 
Low
High
FV/2023E Adj. EBITDA
$3,775
$5,525
The range of implied firm value was compared to the offer-implied firm value of $4,768 million.
Selected Transaction Multiples Analysis
Using publicly available information, J.P. Morgan reviewed selected transactions involving businesses that, for purposes of J.P. Morgan’s analyses, were considered similar to Webhelp Parent’s business. Specifically, J.P. Morgan reviewed the transactions set forth in the below table.
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Using publicly available information, J.P. Morgan calculated, for each selected transaction in the following table, the multiple of the target company’s FV implied by the consideration paid in such transaction to the target company’s estimated Adj. EBITDA for the 12-month period prior to the date of the applicable transaction (the “LTM period”), which multiple is referred to in this section entitled “—Opinion of J.P. Morgan Securities LLC” of this proxy statement as “FV/LTM Adj. EBITDA.” The following table represents the results of this analysis for each of the selected transactions:
Acquiror
Target
Month/Year
Announced
FV / LTM Adj.
EBITDA
Webhelp Parent
OneLink
July 2021
14.8x   
Sitel Group
Sykes Enterprises, Inc.
June 2021
 10.3x(1)
Teleperformance SE
Health Advocate
October 2020
13.5x(2) (3)
Telus International (Cda) Inc.
Competence Call Center
December 2019
10.4x(2)
Groupe Bruxelles Lambert
Webhelp Parent
July 2019
12.4x  
Synnex Corporation
Convergys Corporation
June 2018
7.2x(1)
Teleperformance SE
Intelenet Global Services
June 2018
12.0x(2)
(1)
Adjusted to reflect Adj. EBITDA before taking into account stock-based compensation expense for the LTM period.
(2)
Presented on a post-IFRS 16 basis.
(3)
Based on fiscal year 2020 revenue and margin estimates.
Based on the results of this analysis and J.P. Morgan’s experience and professional judgment, J.P. Morgan selected a multiple reference range of 10.0x to 13.5x for FV/LTM Adj. EBITDA. After applying this range to Webhelp Parent’s Adj. EBITDA for the 12 months ended March 31, 2023, based on the Webhelp Projections, this analysis indicated the following range of implied firm value of Webhelp Parent (expressed in millions), rounded to the nearest $25 million:
 
Implied Firm Value of
Webhelp Parent
 
Low
High
FV/LTM Adj. EBITDA
$4,250
$5,750
The range of implied firm value was compared to the offer-implied firm value of $4,768 million.
Discounted Cash Flow Analysis
J.P. Morgan conducted a discounted cash flow analysis (“DCF analysis”) for the purpose of determining an implied firm value of Webhelp Parent and an implied equity value of Webhelp Parent. A DCF analysis is a method of evaluating an asset using estimates of the future unlevered free cash flows generated by the asset and taking into consideration the time value of money with respect to those future cash flows by calculating their “present value.” The “unlevered free cash flows,” for purposes of the DCF analysis, refers to a calculation of the future cash flows generated by an asset without including in such calculation any debt servicing costs. “Present value” refers to the current value of the future cash flows generated by the asset, and is obtained by discounting those cash flows back to the present using a discount rate that takes into account macro-economic assumptions and estimates of risk, the cost of capital and other appropriate factors. “Terminal value” refers to the present value of all future cash flows generated by the asset for periods beyond the projected period.
J.P. Morgan calculated the present value of the future standalone unlevered after-tax free cash flows of Webhelp Parent for fiscal year 2023 through fiscal year 2026 based on the Webhelp Projections, as defined and summarized in the section entitled “—Certain Concentrix Projections” of this proxy statement. J.P. Morgan also calculated a range of terminal values for Webhelp Parent at the end of the period ending December 31, 2026 by applying a range of terminal growth rates (which range was developed with, and reviewed and approved by, management of Concentrix), ranging from 2.0% to 3.0% of the unlevered free cash flows of Webhelp Parent during the final year of such period. The unlevered free cash flows and the range of terminal values were then discounted from December 31 of each year to present values as of March 31, 2023 using a mid-year convention and a range of discount rates from 8.50% to 9.50%. The discount rate range was selected by J.P. Morgan based on J.P. Morgan’s analysis of the weighted average cost of capital for Webhelp Parent.
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Based on the foregoing, this analysis indicated a range of implied firm value of Webhelp Parent, rounded to the nearest $25 million, of $5,175 million to $6,900 million. The range of implied firm value was compared to the offer-implied firm value of $4,768 million.
The foregoing range of implied firm value of Webhelp Parent, when added together with the implied value for the projected net synergies derived from the DCF analysis of Adjusted Synergies described below of $1,187 million, indicated a range of implied firm value of Webhelp Parent (inclusive of projected net synergies), rounded to the nearest $25 million, of $6,350 million to $8,075 million. The range of implied firm value (inclusive of projected net synergies) was compared to the offer-implied firm value of $4,768 million.
Further, based on the foregoing, this analysis indicated a range of implied equity value of Webhelp Parent, rounded to the nearest $25 million, of $3,375 million to $5,100 million. Based on the foregoing analysis, J.P. Morgan selected a value for the implied equity value of Webhelp Parent of $4,104 million for purposes of the illustrative intrinsic value creation analysis described below.
Concentrix Financial Analyses
Public Trading Multiples Analysis
Using publicly available information, J.P. Morgan compared selected financial data of Concentrix with similar data for the selected publicly traded companies engaged in businesses which J.P. Morgan judged to be analogous to those engaged in by Concentrix. The companies selected by J.P. Morgan were the Selected Companies (as defined above).
The Selected Companies were chosen because they are publicly traded companies with operations and businesses that, for purposes of J.P. Morgan’s analysis, may be considered similar in certain respects to those of Concentrix and/or one or more of its businesses. The Selected Companies may be considered similar to Concentrix and/or one or more of its businesses based on the nature of their assets and operations; however, none of the companies selected is identical or directly comparable to Concentrix or such businesses, and certain of these companies may have characteristics that are materially different from those of Concentrix or such businesses. J.P. Morgan’s analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the selected companies differently than they would affect Concentrix or such businesses.
Using publicly available information, J.P. Morgan calculated, for each Selected Company, such relevant company’s FV/2023E Adj. EBITDA.
This analysis indicated the following FV/2023E Adj. EBITDA multiples:
 
FV/ 2023E Adj.
EBITDA
Teleperformance SE
10.0x
Telus International (Cda) Inc.
11.3x
TTEC Holdings, Inc.
8.8x
Majorel Group Luxembourg S.A.
6.1x
TaskUs, Inc.
7.7x
TDCX Inc.
7.8x
Genpact Ltd.
10.9x
ExlService Holdings, Inc.
15.6x
WNS (Holdings) Ltd.
16.0x
Based on the results of this analysis and J.P. Morgan’s experience and professional judgment, J.P. Morgan selected a multiple reference range of 7.5x to 11.0x for FV/2023E Adj. EBITDA.
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After applying this range to Concentrix’ estimated Adj. EBITDA for the fiscal year ending November 30, 2023, based on the Concentrix Financial Projections, as defined and summarized in the section entitled “—Certain Concentrix Projections” of this proxy statement, the analysis indicated the following range of implied per share equity value for Concentrix common stock on a fully diluted basis, rounded to the nearest $0.25:
 
Implied Per Share Equity
Value for
Concentrix common stock
 
Low
High
FV/2023E Adj. EBITDA
$119.75
$193.75
The range of implied per share equity value was compared to the closing price per share of Concentrix Common Stock of $120.61 as of March 27, 2023.
Discounted Cash Flow Analysis
J.P. Morgan conducted a DCF analysis for the purpose of determining an implied fully diluted equity value per share of Concentrix common stock and an implied equity value of Concentrix.
J.P. Morgan calculated the present value of the future standalone unlevered after-tax free cash flows of Concentrix for fiscal year 2023 through fiscal year 2026 based on the Concentrix Financial Projections, as defined and summarized in the section entitled “—Certain Concentrix Projections” of this proxy statement. J.P. Morgan also calculated a range of terminal values for Concentrix at the end of the period ending November 30, 2026 by applying a range of terminal growth rates (which range was developed with, and reviewed and approved by, management of Concentrix), ranging from 2.0% to 3.0% of the unlevered free cash flows of Concentrix during the final year of such period. The unlevered free cash flows and the range of terminal values were then discounted from November 30 of each year to present values as of February 28, 2023 using a mid-year convention and a range of discount rates from 8.25% to 9.25%. The discount rate range was selected by J.P. Morgan based on J.P. Morgan’s analysis of the weighted average cost of capital for Concentrix.
Based on the foregoing, this analysis indicated a range of implied equity values per share of Concentrix common stock, rounded to the nearest $0.25, of $172.25 to $240.75. The range of implied per share equity value was compared to the closing price per share of Concentrix common stock of $120.61 as of March 27, 2023.
Further, based on the foregoing, this analysis indicated a range of implied equity value of Concentrix, rounded to the nearest $25 million, of $9,075 million to $12,700 million. Based on the foregoing analysis, J.P. Morgan selected a value for the implied equity value of Concentrix of $10,607 million for purposes of the illustrative intrinsic value creation analysis described below.
Other Analyses
Discounted Cash Flow Analysis of Adjusted Synergies
J.P. Morgan conducted a DCF analysis for the purpose of determining the present value of total net synergies projected by Concentrix’ management to result from the Transaction.
J.P. Morgan calculated the present value of the unlevered after-tax free cash flows that the projected net synergies were expected to generate from fiscal year 2023 through fiscal year 2026 (the “Adjusted Synergies DCF Projection Period”) based on the Concentrix Financial Projections, as defined and summarized in the section entitled “—Certain Concentrix Projections” of this proxy statement, which was reviewed and approved by Concentrix’ management for use by J.P. Morgan in performing its financial analyses and in rendering its opinion. J.P. Morgan also calculated a range of terminal values for the projected net synergies at the end of the Adjusted Synergies DCF Projection Period by applying a range of terminal growth rates (which range was developed with, and reviewed and approved by, management of Concentrix), ranging from 2.0% to 3.0% of the unlevered free cash flows and the range of terminal values were then discounted from November 30 of each year to present values as of February 28, 2023 using a mid-year convention and a range of discount rates from 8.33% to 9.33%. The discount rate range was selected by J.P. Morgan based upon J.P. Morgan’s analysis of the weighted average cost of capital for Concentrix.
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Based on the foregoing, these analyses indicated a range of implied value for the projected net synergies, rounded to the nearest $25 million, of $1,025 million to $1,425 million. Based on the foregoing analysis, J.P. Morgan selected a value for the implied value of the projected net synergies of $1,187 million for purposes of the illustrative intrinsic value creation analysis described below.
Intrinsic Value Creation Analysis
J.P. Morgan conducted an illustrative intrinsic value creation analysis, based on the Concentrix Financial Projections and the Webhelp Projections, each as defined and summarized in the section entitled “—Certain Concentrix Projections” of this proxy statement, that compared the implied equity value of Concentrix common stock derived from a DCF analysis on a standalone basis as described above, to the implied equity value attributable to the existing holders of Concentrix common stock in the combined company after giving effect to the Transaction.
J.P. Morgan determined the pro forma implied total equity value attributable to the existing holders of Concentrix common stock in the combined company by calculating (i) the sum of (A) $10,607 million, the implied equity value of Concentrix on a standalone basis determined pursuant to J.P. Morgan’s DCF analysis above, plus (B) $4,104 million, the implied equity value of Webhelp Parent on a standalone basis determined pursuant to J.P. Morgan’s DCF analysis above, plus (C) $1,187 million, the implied value of the projected net synergies determined pursuant to J.P. Morgan’s DCF analysis for the projected net synergies described above, minus (D) the estimated transaction expenses, minus (E) cash consideration to the Sellers of $539 million, minus (F) the present value of the Sellers’ Note of $686 million as provided by Concentrix’ management, plus (G) a net debt purchase price adjustment of $103 million as provided by Concentrix’ management, resulting in an implied pro forma equity value of the combined company of $14,660 million, multiplied by (ii) the equity ownership percentage of the combined company after giving effect to the Transaction attributable to the existing holders of Concentrix common stock pursuant to the Transaction, and assuming the issuance of all of the Earnout Shares.
This intrinsic value creation analysis indicated that, on an illustrative basis, the Transaction created hypothetical incremental implied value of 6.6% to the holders of Concentrix common stock. There can be no assurance, however, that the synergies expected to result from the Transaction, transaction-related costs and other impacts referred to above will not be substantially greater or less than those estimated by Concentrix’ management and described above.
Other Information
52-Week Historical Trading Range
For reference only and not as a component of its fairness analysis, J.P. Morgan reviewed the trading range for the Concentrix common stock for the 52-week period ended March 27, 2023, which was $109.76 per share to $196.75 per share, and compared that range to the closing price per share of Concentrix common stock of $120.61 as of March 27, 2023.
Analyst Price Targets
For reference only and not as a component of its fairness analysis, J.P. Morgan reviewed certain publicly available equity research analyst price targets for the Concentrix common stock available as of March 27, 2023, and noted that the range of such price targets was $157.00 per share to $165.00 per share and compared that range to the closing price per share of Concentrix common stock of $120.61 as of March 27, 2023.
Miscellaneous
The foregoing summary of the material financial analyses undertaken by J.P. Morgan does not purport to be a complete description of the analyses or data presented by J.P. Morgan. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. J.P. Morgan believes that the foregoing summary and its analyses must be considered as a whole and that selecting portions of the foregoing summary and these analyses, without considering all of its analyses as a whole, could create an incomplete view of the processes underlying the analyses and its opinion. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above were merely utilized to create points of reference for analytical purposes and should not be taken to be the view of J.P. Morgan with respect to
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the actual value of Concentrix or Webhelp Parent. The order of analyses described does not represent the relative importance or weight given to those analyses by J.P. Morgan. In arriving at its opinion, J.P. Morgan did not attribute any particular weight to any analyses or factors considered by it and did not form an opinion as to whether any individual analysis or factor (positive or negative), considered in isolation, supported or failed to support its opinion. Rather, J.P. Morgan considered the totality of the factors and analyses performed in determining its opinion.
Analyses based upon forecasts of future results are inherently uncertain, as they are subject to numerous factors or events beyond the control of the parties and their advisors. Accordingly, forecasts and analyses used or made by J.P. Morgan are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by those analyses. Moreover, J.P. Morgan’s analyses are not and do not purport to be appraisals or otherwise reflective of the prices at which businesses actually could be acquired or sold. None of the selected companies reviewed as described in the above summary are identical to Concentrix or Webhelp Parent, and none of the selected transactions reviewed was identical to the Transaction. However, the companies selected were chosen because they are publicly traded companies with operations and businesses that, for purposes of J.P. Morgan’s analysis, may be considered similar to those of Concentrix and Webhelp Parent. The transactions selected were similarly chosen because their participants, size and other factors, for purposes of J.P. Morgan’s analysis, may be considered similar to the Transaction. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies compared to Concentrix and Webhelp Parent and the transactions compared to the Transaction.
As a part of its investment banking business, J.P. Morgan and its affiliates are continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, and valuations for corporate and other purposes. J.P. Morgan was selected to advise Concentrix with respect to the Transaction and deliver an opinion to the Board with respect to the Transaction on the basis of, among other things, such experience and its qualifications and reputation in connection with such matters and its familiarity with Concentrix, Webhelp Parent and the industries in which they operate.
For services rendered in connection with the Transaction, Concentrix has agreed to pay J.P. Morgan an aggregate fee of up to $16 million, including $2 million which can be paid at Concentrix’ sole discretion. Upon the delivery of the Opinion, $2.5 million of the fee became payable, with the remainder to become payable upon consummation of the proposed Transaction. In addition, Concentrix has agreed to reimburse J.P. Morgan for certain of its expenses incurred in connection with its services, including the fees and expenses of counsel, and will indemnify J.P. Morgan against certain liabilities arising out of J.P. Morgan’s engagement.
During the two years preceding the date of the Opinion, neither J.P. Morgan nor its affiliates have had any material financial advisory or other material commercial or investment banking relationships with Concentrix, MiTAC Holdings Corp. (“MiTAC”), a significant shareholder of Concentrix, or Webhelp Parent. During the two years preceding the date of the Opinion, J.P. Morgan and its affiliates have had commercial or investment banking relationships with TD SYNNEX, the parent company of Concentrix prior to its spin-off in December 2020, for which J.P. Morgan and its affiliates have received customary compensation. Such services during such period have included acting as a co-manager on a bond issuance in August 2021 and participating in a credit facility in April 2021. During the two years preceding the date of the Opinion, J.P. Morgan and its affiliates have had commercial or investment banking relationships with certain portfolio companies of GBL, the indirect majority shareholder of Webhelp Parent, for which J.P. Morgan and such affiliates have received customary compensation. Such services during such period have included providing debt syndication, equity underwriting and financial advisory services to portfolio companies of GBL unrelated to the Transaction. J.P. Morgan’s commercial banking affiliate is an agent bank and a lender under outstanding credit facilities of certain portfolio companies of GBL for which it receives customary compensation and other financial benefits. During the two year period preceding delivery of its opinion ending on March 29, 2023, the aggregate fees recognized by J.P. Morgan from Concentrix were approximately $2.8 million, from TD SYNNEX were approximately $1.3 million and from GBL and certain portfolio companies of GBL were approximately $0.8 million. In addition, J.P. Morgan and its affiliates hold, on a proprietary basis, less than 1% of the outstanding common stock of each of Concentrix, TD SYNNEX, MiTAC and GBL. J.P. Morgan anticipates that it and its affiliates will arrange and/or provide financing to Concentrix in connection with the Transaction for customary
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compensation. In the ordinary course of their businesses, J.P. Morgan and its affiliates may actively trade the debt and equity securities or financial instruments (including derivatives, bank loans or other obligations) of Concentrix for their own accounts or for the accounts of customers and, accordingly, they may at any time hold long or short positions in such securities or other financial instruments.
Certain Effects of the Transaction
If the conditions to the closing of the Transaction are either satisfied or (to the extent permitted by applicable law) waived, Purchaser will hold all of the share capital and voting rights of Webhelp Parent on a fully diluted basis.
If the Transaction is completed, the aggregate consideration for the Transaction will consist of (i) the Cash Purchase Price, (ii) the Closing Shares, which, based on the number of shares of Concentrix common stock outstanding as of the Record Date, would represent approximately 22.2% of the outstanding shares of Concentrix common stock, assuming the issuance of the Closing Shares, and (iii) the Earnout Shares if certain conditions set forth in the Share Purchase and Contribution Agreement occur, including the share price of Concentrix common stock reaching $170.00 per share within seven years from the Closing Date (based on daily volume weighted average prices measured over a specified period).
On the Closing Date, (i) Purchaser will purchase the Acquired Shares in exchange for the Cash Purchase Price, (ii) certain Sellers will contribute their Contributed Shares to Concentrix in exchange for the Closing Shares, (iii) the Sellers will transfer and exchange their Exchanged Shares to Purchaser in exchange for the contingent right to earn the Earnout Shares, (iv) Concentrix will execute and deliver the Sellers’ Note to the Sellers party thereto in execution of a delegation of payment by Purchaser to Concentrix of a portion of consideration for the Acquired Shares, and (v) Concentrix will transfer to Purchaser the Contributed Shares.
Consequences if the Transaction is Not Completed
If the Share Issuance Proposal is not approved by Concentrix’ stockholders or if the Transaction is not completed for any other reason, the Share Purchase and Contribution Agreement will be void and have no effect, and there will not be any liability or obligation on the part of any party, except that:
no termination will relieve any party from liability for any Willful Breach or Fraud;
no termination will affect the obligations of the parties contained in the confidentiality agreement between them; and
certain other provisions of the Share Purchase and Contribution Agreement, including provisions with respect to the allocation of fees and expenses, including, if applicable, the termination fees described below, will survive such termination.
For additional information, see the section entitled “The Share Purchase and Contribution Agreement—Termination of the Share Purchase and Contribution Agreement;—Effect of Termination.”
In addition, if the Share Purchase and Contribution Agreement or the Put Option is terminated under specified circumstances, Concentrix and Webhelp Parent are required to pay the other party a termination fee of up to $110.0 million. For additional information, see the section entitled “The Share Purchase and Contribution Agreement—Termination Fees.”
Financing
Concentrix anticipates that the total amount of funds necessary to pay the cash portion of the Transaction Consideration and to pay transaction fees and expenses will be approximately $550.0 million, which amount is subject to adjustment as further described in “The Share Purchase and Contribution Agreement—Transaction Consideration.” In addition, Concentrix anticipates that the total amount of funds necessary to pay, repay, or refinance, as applicable, certain existing indebtedness of Webhelp Parent and its subsidiaries will be approximately €1,550 million. The Acquisition-Related Cash Costs will be funded through a combination of (i) the Delayed Draw Term Loans established pursuant to the Restated Credit Agreement, (ii) cash on hand and (iii) proceeds from other financings or offerings of debt securities that Concentrix intends to obtain in lieu of borrowing under the Acquisition Tranche of the Bridge Facility (or, to the extent such proceeds are not sufficient
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to meet the Acquisition-Related Cash Costs in full, borrowings under the Acquisition Tranche of the Bridge Facility). Remaining amounts under any available financing sources after application of the proceeds on the Closing Date will be used for general corporate purposes.
Pursuant to the Bridge Commitment Letter for the Bridge Facility, Concentrix received commitments for an aggregate principal amount of $5.29 billion in financing, consisting of $4.29 billion in aggregate principal amount of senior term bridge loans and $1.0 billion in aggregate principal amount of senior revolving credit commitments, the availability of which was, and continues to be, subject to reduction in connection with the Permanent Financings pursuant to the terms set forth in the Bridge Commitment Letter. The Bridge Facility originally consisted of three different tranches of senior loans: the Term Loan Amendment Tranche was for a $1.85 billion senior term loan; the Revolver Amendment Tranche was for a $1.0 billion senior revolving credit facility; and the Acquisition Tranche was for a $2.44 billion senior term loan. The incurrence of the acquisition-related indebtedness that would be funded by the Acquisition Tranche of the Bridge Facility (or permanent financing in lieu thereof) and by the Sellers’ Note was not permitted under Concentrix’ prior credit agreement. Therefore, on April 21, 2023, Concentrix’ prior credit agreement was amended and restated by the Restated Credit Agreement. As a result of having entered into the Restated Credit Agreement, among other things, Concentrix obtained requisite lender consent to incur acquisition-related indebtedness, and pursuant to the terms of the Bridge Commitment Letter, the commitments with respect to the Term Loan Amendment Tranche and the Revolver Amendment Tranche of the Bridge Facility were reduced to zero. Due to the termination of both the Term Loan Amendment Tranche and the Revolver Amendment Tranche of the Bridge Facility, only the Acquisition Tranche of the Bridge Facility remains outstanding in the amount described below. If utilized, as further described below, the proceeds of the Acquisition Tranche of the Bridge Facility would be used for a portion of the Acquisition-Related Cash Costs described above.
The Restated Credit Agreement provides for the extension of a senior unsecured revolving credit facility not to exceed an aggregate principal amount of $1.0425 billion. The Restated Credit Agreement also provides for a senior unsecured term loan facility in an aggregate principal amount not to exceed approximately $2.1447 billion, of which $1.85 billion is presently outstanding and approximately $294.7 million of which is available to be drawn as Delayed Draw Term Loans to consummate the Transaction. As a result of having obtained commitments for the Delayed Draw Term Loans, the commitments under the Acquisition Tranche of the Bridge Facility were reduced by a like amount. The commitments with respect to the Delayed Draw Term Loans are available to be drawn in a single funding and are subject to customary conditions, including the substantially concurrent closing of the Transaction. The Restated Credit Agreement is unsecured and as a result, pursuant to the terms of the Bridge Commitment Letter, the Acquisition Tranche of the Bridge Facility, if funded, would be unsecured as well.
At this time, Concentrix has not yet determined whether the remaining commitments under the Acquisition Tranche of the Bridge Facility will be required to be utilized in conjunction with the Delayed Draw Term Loans to provide the debt financing required to consummate the proposed transactions because such determination will be dependent on future market conditions. Concentrix intends to issue debt securities in lieu of utilizing the Acquisition Tranche of the Bridge Facility, however, there is no assurance that such alternative arrangements will be available on acceptable terms or at all. If the Acquisition Tranche of the Bridge Facility is utilized there can be no assurance that any replacement or supplemental financing in lieu of or to refinance the Acquisition Tranche of the Bridge Facility will be available to Concentrix on acceptable terms or at all. Concentrix’ ability to obtain additional debt financing, including financing to refinance, replace or supplement the Acquisition Tranche of the Bridge Facility, will be subject to various factors, including market conditions and Concentrix’ business performance.
The funding under the Bridge Commitment Letter and the funding of the Delayed Draw Term Loans under the Restated Credit Agreement, as applicable, are subject to customary closing conditions, including conditions that do not relate directly to the conditions to closing in the Share Purchase and Contribution Agreement.
Restated Credit Agreement
The proceeds of the Delayed Draw Term Loans under the Restated Credit Agreement will be used to provide a portion of the debt financing required to pay the cash portion of the Transaction Consideration and to refinance certain indebtedness of Webhelp and its subsidiaries, which is required to consummate the proposed transaction, together with the payment of related fees and expenses. The Restated Credit Agreement includes a
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$1.0425 billion revolving credit facility that is, subject to customary conditions, available for general corporate purposes or any other purpose not prohibited by the Restated Credit Agreement. There are also $1.85 billion of term loans outstanding under the Restated Credit Agreement.
Interest Rate
The interest rate per annum applicable to the loans under the Restated Credit Agreement are, at Concentrix’ option, equal to either a base rate or SOFR (or successor rate) plus an applicable margin, which may (in the case of SOFR loans) range from 1.125% to 2.00%, based on the credit ratings of Concentrix’ senior unsecured non-credit enhanced long-term indebtedness for borrowed money, plus a 0.10% credit spread adjustment. The applicable margin on base rate loans is 1.00% less than the corresponding margin on SOFR (or successor rate) based loans.
Amortization and Prepayments
The maturity of the Restated Credit Agreement is December 27, 2026, subject, in the case of the revolving credit facility, to two one-year extensions upon Concentrix’ prior notice to the lenders and the agreement of the lenders to extend such maturity date. The outstanding principal amount of the term loan is payable in quarterly installments in an amount equal to 1.25% of the existing principal balance, plus any Delayed Draw Term Loans advanced on the Closing Date, commencing on December 31, 2024, with the outstanding principal amount of the term loans due in full on the maturity date. The term loan portion of the Restated Credit Agreement is not subject to mandatory prepayment. Concentrix may prepay all or any portion of the term loans under the Restated Credit Agreement prior to maturity without premium or penalty, subject to reimbursement of any breakage costs of the lenders.
Conditions to Funding Delayed Draw Term Loans
The obligation of the lenders who hold commitments to fund Delayed Draw Term Loans under the Restated Credit Agreement (the “Delayed Draw Term Lenders”) on the Closing Date is subject, among other things, to:
consummation of the Transaction substantially concurrently with the funding of Delayed Draw Term Loans in all material respects in accordance with the Share Purchase and Contribution Agreement, without any amendment or modification thereto which is materially adverse to the interests of the Delayed Draw Term Lenders, unless approved by a majority of the Delayed Draw Term Lenders (such approval not to be unreasonably withheld, delayed or conditioned);
the accuracy of certain limited representations and warranties;
the repayment of certain indebtedness of Webhelp and its subsidiaries substantially concurrently with the funding of the Delayed Draw Term Loans at the closing of the Transaction;
solvency of Concentrix and its subsidiaries, on a consolidated basis, after giving effect to the consummation of the transactions; and
since March 29, 2023, no material adverse effect shall have occurred with respect to Webhelp.
For more information, see “The Share Purchase and Contribution Agreement—Financing.”
Certain Covenants and Events of Default
The Restated Credit Agreement contains covenants and events of default (including relating to a change of control) that are customary for similar facilities for similarly rated borrowers. Among other things, such negative covenants restrict, subject to certain exceptions, the ability of Concentrix and its subsidiaries, to take certain actions, including to create liens, merge or consolidate, change the nature of their business and, solely with respect to subsidiaries of Concentrix that are not guarantors of the Restated Credit Agreement, incur indebtedness. In addition, the Restated Credit Agreement contains financial covenants that require Concentrix to maintain at the end of any of its fiscal quarters, (i) a consolidated leverage ratio that may not exceed 3.75 to 1.00 (subject to certain exceptions in connection with qualified acquisitions), and (ii) an interest coverage ratio of not less than 3.00 to 1.00, in each case, as of or for the period of our four consecutive fiscal quarter then most recently ended.
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The administrative agent under the Restated Credit Agreement is JPMorgan Chase Bank, N.A. As of the effective date of the Restated Credit Agreement, none of Concentrix’ subsidiaries guarantee the obligations under the Restated Credit Agreement.
Accounting Treatment
The Transaction will be accounted for as a business combination using the acquisition method, and Concentrix has been treated as the acquirer for accounting purposes.
Regulatory Approvals
Department of Justice, Federal Trade Commission and Other Antitrust Authorities
Under the HSR Act, certain transactions, including the Transaction, may not be completed unless certain waiting period requirements have expired or been terminated. The HSR Act provides that each party must file a pre-transaction notification with the FTC and the DOJ. A transaction notifiable under the HSR Act may not be completed until the expiration of a 30-calendar-day waiting period following the parties’ filings of their respective HSR Act notification forms or the early termination of that waiting period. This initial waiting period may be extended for an additional 30 days should the acquiring person withdraw its filing before expiration of the initial 30 days and promptly refile it. Concentrix and Webhelp Parent filed the required forms under the HSR Act with the Antitrust Division of the FTC on April 13, 2023. The waiting period under the HSR Act expired at 11:59 p.m., Eastern Time on May 15, 2023.
Additionally, under applicable foreign regulatory laws, certain transactions, including the Transaction, require other pre-transaction merger control, foreign direct investment, and financial regulatory services filings to be made with various foreign antitrust authorities, including in Brazil, Colombia, Costa Rica, European Union, India, Turkey, United Kingdom, Austria, France, Italy, Romania, and Netherlands. Certain of these filings are notifications which have varying waiting periods ranging from 30 to 90 calendar days. Certain of these filings require approval from the applicable authority and may take up to 6 months to receive such approval. Under the Share Purchase and Contribution Agreement, completion of the Transaction is conditioned on obtaining or filing the applicable required documents pursuant to such applicable foreign regulatory laws.
At any time before or after the Transaction is completed, the FTC, DOJ or other foreign regulatory authority could take action under U.S. federal or applicable foreign antitrust laws in opposition to the Transaction, including seeking to enjoin completion of the Transaction, condition adoption of the Share Purchase and Contribution Agreement upon the divestiture of assets of Webhelp Parent, Concentrix or their respective subsidiaries or impose restrictions on Concentrix’ post-Transaction operations or other conditions. In addition, U.S. state attorneys general could take such action under state antitrust laws as they deem necessary or desirable in the public interest, including, without limitation, seeking to enjoin completion of the Transaction or permitting completion subject to regulatory concessions or conditions. Private parties also may seek to take legal action under the U.S. federal or state antitrust laws under some circumstances.
For a description of Concentrix’ and Webhelp Parent’s respective obligations under the Share Purchase and Contribution Agreement with respect to regulatory approvals, see the section entitled “The Share Purchase and Contribution Agreement—Covenant and Agreements—Efforts to Complete the Transaction.”
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THE SHARE PURCHASE AND CONTRIBUTION AGREEMENT
The following summary describes certain material provisions of the Share Purchase and Contribution Agreement. This summary is not complete and is qualified in its entirety by the Share Purchase and Contribution Agreement, which is attached to this proxy statement as Annex B and which constitutes part of this proxy statement. We encourage you to read carefully the Share Purchase and Contribution Agreement in its entirety because this summary may not contain all of the information about the Share Purchase and Contribution Agreement that is important to you. The rights and obligations of the parties to the Share Purchase and Contribution Agreement are governed by the express terms of the Share Purchase and Contribution Agreement and not by this summary or any other information contained in this proxy statement.
The representations, warranties, covenants and agreements described below and included in the Share Purchase and Contribution Agreement were made only for purposes of the Share Purchase and Contribution Agreement as of specific dates, were solely for the benefit of the parties to the Share Purchase and Contribution Agreement (except as otherwise specified therein) and may be subject to important qualifications, limitations and supplemental information agreed to by Concentrix, Purchaser, Webhelp Parent, and the Sellers in connection with negotiating the terms of the Share Purchase and Contribution Agreement. In addition, the representations and warranties may have been included in the Share Purchase and Contribution Agreement for the purpose of allocating contractual risk between Concentrix, Purchaser, Webhelp Parent, and the Sellers rather than to establish matters as facts and may be subject to standards of materiality applicable to such parties that differ from those applicable to investors. Except for the right of Sellers to receive the Transaction Consideration after the closing of the Transaction, investors and security holders are not third-party beneficiaries under the Share Purchase and Contribution Agreement and should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of Concentrix, Purchaser, Webhelp Parent, and the Sellers, or any of their respective affiliates or businesses. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Share Purchase and Contribution Agreement. In addition, you should not rely on the covenants and agreements in the Share Purchase and Contribution Agreement as actual limitations on the respective businesses of Concentrix, Purchaser, Webhelp Parent, and the Sellers because the parties to the Share Purchase and Contribution Agreement may take certain actions that are either expressly permitted in the confidential disclosure schedule to the Share Purchase and Contribution Agreement or as otherwise consented to by the appropriate party, which consent may be given without prior notice to the public. The Share Purchase and Contribution Agreement is described below, and included as Annex B hereto, only to provide you with information regarding its terms and conditions and not to provide any other factual information regarding Concentrix, Purchaser, Webhelp Parent, and the Sellers, or their respective businesses. Accordingly, the representations, warranties, covenants and other agreements in the Share Purchase and Contribution Agreement should not be read alone, and you should read the information provided elsewhere in this document and in the filings that Concentrix has made or will make with the SEC. See the section entitled “Where You Can Find More Information.”
Structure of the Transaction
The Share Purchase and Contribution Agreement provides for the acquisition of Webhelp Parent and all of its subsidiaries. Subject to the terms and conditions of the Share Purchase and Contribution Agreement, Purchaser will acquire Webhelp Parent and all of its subsidiaries through the direct acquisition and contribution by Concentrix of 100% of the Sellers’ Shares.
We collectively refer to Concentrix, Purchaser, Webhelp Parent and all of its subsidiaries, after giving effect to the Transaction, as the “combined company.”
Transaction Consideration
If the Transaction is completed, the aggregate consideration for the Transaction in exchange for all the issued and outstanding Sellers’ Shares will consist of (i) €500.0 million in cash, subject to adjustment as set forth in the Share Purchase and Contribution Agreement (the “Closing Cash Payment”), (ii) a note issued by Concentrix in execution of a delegation of payment by Purchaser to Concentrix of a portion of consideration for the Acquired Shares (the “Sellers’ Note” and, together with the Closing Cash Payment, the “Cash Purchase Price”) in the aggregate principal amount of €700.0 million, with a term of two years and bearing interest at a rate of 2% per annum on the unpaid principal outstanding from time to time, (iii) 14,861,885 shares (the “Closing Shares”) of
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Concentrix common stock, which, based on the number of shares of Concentrix common stock outstanding as of the Record Date, would represent approximately 22.2% of the outstanding shares of Concentrix common stock, assuming the issuance of the Closing Shares, and (iv) the contingent right granted by Purchaser in exchange for the Exchanged Shares to earn an additional 750,000 shares of Concentrix common stock (the “Earnout Shares”) if certain conditions set forth in the Share Purchase and Contribution Agreement occur, including the share price of Concentrix common stock reaching $170.00 per share within seven years from the Closing Date (based on daily volume weighted average prices measured over a specified period).
Closing
Unless another date, time or place is agreed to in writing by Concentrix and the Seller Representatives, the closing of the Transaction will occur at the offices of Pillsbury Winthrop Shaw Pittman LLP, 2550 Hanover St., Palo Alto, California 94304 at 9:00 a.m., Eastern Time on the ninth business day after satisfaction (or waiver to the extent legally permissible) of the closing conditions described below under “—Conditions to the Transaction” (except for any conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or waiver of such conditions). However, Concentrix is not required to effect that closing until the earlier of (a) any business day that Concentrix chooses (subject to adequate notice to the Seller Representatives and certain blackout dates) during the period that Concentrix’ financing is being marketed (the “Marketing Period”) and (b) the third business day following the final day of the Marketing Period (unless the parties mutually agree to another date). Additionally, the closing may not occur prior to October 1, 2023 unless a party electing to close sends a notice to the other party (subject to satisfaction or waiver of the closing conditions).
Effective Time
The Transaction will become effective at 9:00 a.m., Eastern Time, on the date on which closing occurs, unless otherwise agreed to by the parties.
Purchase and Sale and Contribution
The Sellers will (i) sell to Purchaser the Acquired Shares in exchange for the Closing Cash Payment and Sellers’ Note, (i) contribute the Contributed Shares to Concentrix in exchange for the issuance of the Closing Shares, and (iii) transfer the Exchanged Shares in exchange for the contingent right to earn additional Earnout Shares. Immediately following the closing of the Transaction, Webhelp Parent will become a wholly owned subsidiary of Purchaser, which in turn is a wholly owned subsidiary of Concentrix.
Conditions to the Transaction
Conditions to the Obligations of the Parties to Complete the Transaction
The obligations of each of Concentrix, Purchaser, Webhelp Parent, and the Sellers to complete the Transaction are subject to satisfaction of various conditions, including the following:
Concentrix’ stockholder approval shall have been obtained;
the HSR Act Clearance and other required regulatory approvals will have been obtained;
no law, order, injunction or decree will be in effect that prevents, makes illegal or prohibits the Transaction; and
the Concentrix common stock issuable as Transaction Consideration will have been authorized for listing on Nasdaq.
Conditions to the Obligations of Concentrix and Purchaser to Complete the Transaction
In addition, the obligations of Concentrix and Purchaser to complete the Transaction are subject to the satisfaction (or waiver to the extent legally permissible) at or prior to the closing of the following conditions:
the representations and warranties of Webhelp Parent set forth in the Share Purchase and Contribution Agreement with respect to (i) certain corporate organization matters, (ii) certain authority matters, and
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(iii) brokers matters being accurate in all material respects as of the date of the Put Option and as of the closing as if made as of such date (except to the extent such representations and warranties speak as of an earlier date, in which case as of such earlier date);
the representations and warranties of Webhelp Parent set forth in the Share Purchase and Contribution Agreement with respect to (i) certain capitalization matters and (ii) absences of certain changes being accurate in all respects other than de minimis failures as of the date of the Put Option and as of the closing as if made as of such date (except to the extent such representations and warranties speak as of an earlier date, in which case as of such earlier date);
all other representations and warranties of Webhelp Parent set forth in the Share Purchase and Contribution Agreement (read without giving effect to any qualification as to materiality or Material Adverse Effect (as defined below) set forth in such representations or warranties) being accurate as of the date of the Put Option and as of the closing as if made as of such date (except to the extent such representations and warranties speak as of an earlier date, in which case as of such earlier date), which shall be accurate in all material respects unless any failure to be accurate, either individually or in the aggregate (without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties) has had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Webhelp Parent;
the representations and warranties of the Sellers set forth in the Share Purchase and Contribution Agreement with respect to (i) corporate organization matters, (ii) authority matters, and (iii) brokers matters being accurate in all material respects as of the date of the Put Option and as of the closing as if made as of such date (except to the extent such representations and warranties speak as of an earlier date, in which case as of such earlier date);
the representations and warranties of the Sellers set forth in the Share Purchase and Contribution Agreement with respect to capitalization matters being accurate in all respects as of the date of the Put Option and as of the closing as if made as of such date (except to the extent such representations and warranties speak as of an earlier date, in which case as of such earlier date);
all other representations and warranties of the Sellers set forth in the Share Purchase and Contribution Agreement (read without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties) being accurate as of the date of the Put Option and as of the closing as if made as of such date (except to the extent such representations and warranties speak as of an earlier date, in which case as of such earlier date), provided that such representations and warranties, which shall be accurate in all material respects unless any failure to be accurate, either individually or in the aggregate (without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties) has had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on such Seller;
the Sellers and Webhelp Parent having performed and complied in all material respects with all material covenants required by the Share Purchase and Contribution Agreement to be performed or complied with by it prior to the Closing Date;
since the date of the Put Option, no Material Adverse Effect with respect to Webhelp Parent or its subsidiaries (the “Company Material Adverse Effect”) nor any event, change, or effect that would or would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect;
Concentrix having received a certificate dated as of the closing date and signed on behalf of Webhelp Parent by a duly authorized executive officer of Webhelp Parent, certifying the satisfaction of the above conditions;
Concentrix having received Webhelp Parent’s shareholders register reflecting the transfer and sale of the Sellers’ Transferred Shares on the Closing Date in accordance with article 430-3 of the Luxembourg law on commercial companies dated 10 August 1915, as amended;
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the Transferred Shares (together with the Treasury Shares (as defined in the Share Purchase and Contribution Agreement) and the Locked Equity Incentive Shares (as defined in the Share Purchase and Contribution Agreement)) representing at least 99.5% of the share capital, financial, and voting rights of Webhelp Parent on a fully diluted basis; and
Webhelp Parent holding an extraordinary shareholders’ meeting to approve the amendment of Webhelp Parent’s articles of association and such amendment being approved.
Conditions to the Obligations of Sellers to Complete the Transaction
In addition, the obligations of the Sellers to complete the Transaction are subject to the satisfaction (or waiver to the extent legally permissible) at or prior to the closing of the following conditions:
the representations and warranties of Concentrix and Purchaser set forth in the Share Purchase and Contribution Agreement with respect to (i) certain corporate organization matters and (ii) certain authority matters being accurate in all material respects as of the date of the Put Option and as of the closing as if made as of such date (except to the extent such representations and warranties speak as of an earlier date, in which case as of such earlier date);
all other representations and warranties of Concentrix and Purchaser set forth in the Share Purchase and Contribution Agreement (read without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties) being accurate as of the date of the Put Option Agreement and as of the closing as if made as of such date (except to the extent such representations and warranties speak as of an earlier date, in which case as of such earlier date), provided that such representations and warranties, which shall be accurate in all material respects unless any failure to be accurate, either individually or in the aggregate (without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties) has had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Parent;
Concentrix and Purchaser having performed in all material respects the material obligations and agreements required to be performed by it under the Share Purchase and Contribution Agreement at or prior to the closing;
since the date of the Put Option, no Parent Material Adverse Effect (as defined in the Share Purchase and Contribution Agreement) nor any event, change, effect, development or occurrence that would or would reasonably be expected to result in, individually or in the aggregate, a Parent Material Adverse Effect having occurred; and
Seller Representatives having received certificates dated as of the closing date and signed on behalf of each of Concentrix and Purchaser by a duly authorized executive officer of Concentrix and Purchaser, certifying the satisfaction of the above conditions.
Termination of the Share Purchase and Contribution Agreement
The Share Purchase and Contribution Agreement may be terminated at any time prior to the Closing Date, whether before or after Concentrix’ stockholder approval, by mutual written agreement of Concentrix and the Seller Representatives. The Share Purchase and Contribution Agreement may also be terminated by either Concentrix or the Seller Representatives if:
the Transaction has not occurred on or before 5:00 p.m., Eastern Time on the outside date of March 29, 2024, except that, if on the outside date, all of the closing conditions described under “—Conditions to the Transaction” have been satisfied or duly waived by all parties entitled to the benefit thereof except for closing conditions regarding the existence of a legal restraint or HSR Act Clearance or a required regulatory approval, the outside date will automatically be extended to June 29, 2024, and if such circumstances, solely with respect to certain additional foreign direct investment filings, continue to exist on such extended outside date, a party may then further extend the outside date to September 29, 2024, and if such circumstances, solely with respect to certain additional foreign direct investment filings, continue to exist on such extended outside date, a party may then further extend the outside
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date to December 29, 2024, except that no party may extend the outside date as described in this bullet point if the failure of the Transaction to occur on or by the outside date was principally caused by such party’s failure to perform or observe any of its obligations, covenants or agreements under the Share Purchase and Contribution Agreement;
any legal restraint, including the denial of any required regulatory approval, is in effect that has become final and nonappealable, except that no party may terminate the Share Purchase and Contribution Agreement as described in this bullet point if the existence of such legal restraint was principally caused by such party’s failure to perform or observe any of its obligations, covenants or agreements under the Share Purchase and Contribution Agreement;
Concentrix’ stockholders fail to approve the Share Issuance Proposal at the special meeting or at any adjournment or postponement thereof at which a vote on such proposals and matters is taken;
if the other party has breached any of the obligations, covenants or agreements, or representations or warranties of the other party, such that if that breach was in effect as of the closing, the other party would not be able to satisfy its closing conditions described under “—Conditions to the Transaction,” and the breach is not curable or the other party did not cure such breach by the earlier of the outside date and the date that is 45 days after receiving written notice of the breach from the terminating party, except that no party may terminate the Share Purchase and Contribution Agreement as described in this bullet point if it is then in material breach of any of its obligations, covenants or other agreements under the Share Purchase and Contribution Agreement and such breach shall not have been cured in all material respects if such breach is curable; and
if the Board has made a change of recommendation as described under the section entitled “—Change of Recommendation.”
The Share Purchase and Contribution Agreement may be terminated by the Seller Representatives in the event that Concentrix willfully and materially breaches certain of its non-solicitation obligations.
The Share Purchase and Contribution Agreement may be terminated by Concentrix, at any time prior to obtaining Concentrix’ stockholder approval, in order to accept a superior acquisition proposal in accordance with, and subject to the terms and conditions of, the provisions described under “—Covenants and Agreements—No Solicitation; —Change of Recommendation.”
Effect of Termination
If the Share Purchase and Contribution Agreement is terminated as described in “—Termination of the Share Purchase and Contribution Agreement” above, the Share Purchase and Contribution Agreement will be void and have no effect, and there will not be any liability or obligation on the part of any party, except that:
no termination will relieve any party from liability for any Willful Breach of its covenants or agreements set forth in the Share Purchase and Contribution Agreement or Fraud made with respect to any representation or warranty in the Share Purchase and Contribution Agreement;
no termination will affect the obligations of the parties contained in the confidentiality agreement between them; and
certain other provisions of the Share Purchase and Contribution Agreement, including provisions with respect to the allocation of fees and expenses, including, if applicable, the termination fees described below, will survive such termination.
Termination Fees
If the Share Purchase and Contribution Agreement is terminated under certain circumstances, Concentrix must pay Webhelp Parent a termination fee or reimburse Webhelp Parent for its reasonable fees, costs and other expenses directly related to the Transaction. These payments are Webhelp Parent’s sole and exclusive remedy, except in the case of a Willful Breach or Fraud, for any claims arising out of such termination of the Share Purchase and Contribution Agreement. In no event will Concentrix be required to pay to Webhelp Parent more
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than one termination fee. The Share Purchase and Contribution Agreement provides that Concentrix will pay Webhelp Parent a termination fee of $110.0 million (the “Termination Fee”) in cash in connection with a termination of the Share Purchase and Contribution Agreement under the following circumstances:
either party terminates the Share Purchase and Contribution Agreement in connection with the Board having made a change of recommendation as described under the section entitled “—Change of Recommendation”; or
prior to obtaining Concentrix’ stockholder approval, Concentrix terminates the Share Purchase and Contribution Agreement in order to accept a superior acquisition proposal in accordance with, and subject to the terms and conditions of, the provisions described under “—Covenants and Agreements—No Solicitation; —Change of Recommendation.”
The Share Purchase and Contribution Agreement provides that Concentrix will pay Webhelp Parent reasonable costs and expenses incurred by Webhelp Parent directly related to the Transaction up to $31.0 million (the “Webhelp Parent Costs”) under the following circumstances:
either party terminates the Share Purchase and Contribution Agreement because Concentrix’ stockholders fail to approve the Share Issuance Proposal at the special meeting or at any adjournment or postponement thereof at which a vote on such proposals and matters is taken;
either party terminates the Share Purchase and Contribution Agreement because the Transaction has not closed by the outside date, including any extensions as described under the section entitled “—Termination of the Share Purchase and Contribution Agreement” and at the time of such termination, the Seller Representatives could have terminated the Share Purchase and Contribution Agreement in the event that Concentrix willfully and materially breaches certain of its non-solicitation obligations; or
the Seller Representatives terminates the Share Purchase and Contribution Agreement in the event that Concentrix willfully and materially breaches certain of its non-solicitation obligations.
The Share Purchase and Contribution Agreement further provides that in the event that (i) an acquisition proposal of Concentrix is proposed directly to Concentrix’ stockholders, the Board, or publicly by a third party prior to termination of the Share Purchase and Contribution Agreement, (ii) the Share Purchase and Contribution Agreement is terminated because Concentrix’ stockholders fail to approve the Share Issuance Proposal at the special meeting or at any adjournment or postponement thereof at which a vote on such proposals and matters is taken, and (iii) within the following 12 months after such termination, Concentrix enters into an agreement regarding an alternative acquisition proposal, or recommends or submits an alternative acquisition proposal to its stockholders for adoption, or a transaction in respect of an alternative acquisition proposal is consummated, Concentrix will pay Webhelp Parent the Termination Fee (which shall be reduced by the amount of Webhelp Parent Costs payable by Concentrix in any instance where both amounts might be owed).
Covenants and Agreements
Conduct of the Business of Webhelp Parent
Webhelp Parent has agreed to certain covenants in the Share Purchase and Contribution Agreement restricting the conduct of its business between the date of the Put Option and earlier of the completion of the Transaction and termination of the Share Purchase and Contribution Agreement.
Webhelp Parent has agreed that, except (i) as required by applicable law, (ii) as consented to in writing by Concentrix (such consent not to be unreasonably withheld, delayed or conditioned), (iii) as required by the Share Purchase and Contribution Agreement, (iv) to the extent action is reasonably taken in response to the COVID-19 pandemic, whether or not in the ordinary course of business, or (v) as set forth in the disclosure schedule delivered by Webhelp Parent to Concentrix concurrently with the execution of the Share Purchase and Contribution Agreement, it will and will cause its subsidiaries to:
conduct its business in the ordinary course and materially consistent with past practice; and
use commercially reasonable efforts to maintain and preserve intact its business organization.
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In addition, Webhelp Parent has agreed that, except as required or contemplated by the Share Purchase and Contribution Agreement or as consented to in writing by Concentrix (such consent not to be unreasonably withheld, delayed or conditioned), Webhelp Parent will not and will cause its subsidiaries not to:
amend the organizational documents of Webhelp Parent or otherwise take any action to exempt any person from any provision of the organizational documents of Webhelp Parent;
split, combine or reclassify any capital stock, voting securities or other equity interests of Webhelp Parent;
sell, contribute, convey or otherwise transfer any of the Transferred Shares except in compliance with the provisions of the Share Purchase and Contribution Agreement;
make, declare or pay any dividend, or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock, or any other securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into or exchangeable for any shares of its capital stock, except for (1) any such transactions solely among Webhelp Parent and its wholly owned subsidiaries or among Webhelp Parent’s wholly owned subsidiaries, (2) the acceptance of Shares as payment for the exercise price of equity incentive grants of Webhelp Parent or (3) the acceptance of Shares, or withholding of Shares otherwise deliverable, to satisfy withholding taxes incurred in connection with the exercise, vesting and/or settlement of equity incentive grants;
grant any equity-based awards or interests, or grant any individual, corporation or other entity any right to acquire any shares of its capital stock;
(1) issue, sell or otherwise permit to become outstanding any additional shares of its capital stock or securities convertible or exchangeable into, or exercisable for, any shares of its capital stock or any options, warrants, or other rights of any kind to acquire any shares of its capital stock, except pursuant to the exercise, vesting and/or settlement of equity-based awards or interests outstanding as of the date hereof, or granted after the date hereof consistent with the terms of the Share Purchase and Contribution Agreement, in each case in accordance with their terms, or (2) enter into any agreement, understanding or arrangement with respect to the sale or voting of its capital stock or equity interests;
adopt a plan of complete or partial liquidation, dissolution, merger, consolidation or other reorganization, other than the Transaction;
incur, assume, endorse, guarantee or otherwise become liable for or modify in any material respect the terms of any Indebtedness for borrowed money or issue or sell any debt securities or any rights to acquire any debt securities, except for (1) intercompany indebtedness and guarantees thereof and (2) indebtedness incurred in the ordinary course of business for borrowed money not in excess of $10.0 million in the aggregate;
other than in accordance with agreements in effect on the Put Option Date or in the ordinary course of business, sell, transfer, mortgage, encumber or otherwise dispose of any of its properties or assets having a value in excess of $2.0 million individually or $5.0 million in the aggregate to any Person (other than to Webhelp Parent or a wholly owned Subsidiary of Webhelp Parent and other than (1) sales of inventory, (2) sales of rental equipment in the ordinary course or obsolete or worthless equipment, or (3) commodity, purchase, sale or hedging agreements that can be terminated upon ninety (90) days or less notice without penalty (which term shall not be construed to include customary settlement costs), and power contracts, in each case in the ordinary course of business);
acquire any assets (other than acquisitions of assets in the ordinary course of business) or entity or make any investment in any entity, in each case other than intercompany purchases, either by purchase of stock or securities, contributions to capital, property transfers or purchase of property or assets of any entity other than intercompany transfers or purchases, if such acquisition or investment is in excess of $2.0 million individually or $5.0 million in the aggregate;
except as required by any existing employee benefit plan, (1) establish, adopt, materially amend or terminate any material employee benefit or compensation plan, program, policy or arrangement for the benefit or welfare of any current or former employees, officers, directors or consultants or create or
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enter into any plan, agreement, program, policy, trust, fund or other arrangement that would be a material employee benefit plan if it were in existence as of the date of the Share Purchase and Contribution Agreement, other than changes made in connection with annual enrollment, (2) increase the compensation (including severance, change-in-control and retention compensation) or benefits of any current or former employees of Webhelp Parent or its subsidiaries, except for increases in the ordinary course of business consistent with past practice, (3) pay or award, or commit to pay or award, any new bonuses or new incentive compensation not already committed to as of the date hereof, other than in the ordinary course of business, or (4) accelerate any material rights or benefits under any employee benefit or compensation plan;
accelerate, terminate or cancel, or waive, release or assign any material term of, or right, obligation or claim under, any material contract (other than expiration of any such material contract in accordance with its term) or amend or modify any material contract in a manner that is materially adverse to Webhelp Parent or any of its subsidiaries, in each case other than in the ordinary course;
enter into (1) any lease requiring an annual payment in excess of $1.0 million or (2) any procurement contract with continuing obligations for Webhelp Parent or any of its subsidiaries which extend more than 12 months from the date of such contract that is expected to involve amounts to be paid by or obligations of, Webhelp Parent or any of its subsidiaries in excess of $1.0 million in any 12-month period;
make any material loans or advances, except for operating leases and extensions of credit terms to customers in the ordinary course of business;
other than in the ordinary course of business, (1) amend any material tax return, (2) make, change or revoke any material tax election, (3) settle or compromise any material tax claim or assessment by any governmental authority for an amount that exceeds (other than by a de minimis amount) the amount reserved on the consolidated balance sheet of Webhelp Parent and its subsidiaries, (4) surrender or waive any right to claim a material tax refund or (5) consent to any extension or waiver of the statute of limitations period applicable to any material tax claim or assessment;
other than in the ordinary course of business, settle, compromise or otherwise resolve any claim, suit, action or proceeding (excluding any immaterial audit, claim or other proceeding in respect of taxes) in a manner resulting in liability for, or restrictions on the conduct of business by, Webhelp Parent or any of its subsidiaries, other than settlements of, compromises for or resolutions of any claim, suit, action or proceeding (1) funded, subject to payment of a deductible, by insurance coverage maintained by Webhelp Parent or any of its subsidiaries or (2) for payment of less than $1.0 million (after taking into account insurance coverage maintained by Webhelp Parent or any of its subsidiaries) in the aggregate beyond the amounts reserved on the consolidated financial statements of Webhelp Parent;
make or commit to make capital expenditures exceeding $5.0 million individually;
implement or adopt any material change in its tax or financial accounting principles or methods, other than as may be required by International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”) or applicable law;
enter into any contract (i) with a top customer by which Webhelp Parent or any of its subsidiaries is bound that expressly obligates the Webhelp Parent or any of its subsidiaries (or following the closing, Concentrix or its subsidiaries) to conduct business with such top customer on an exclusive basis or that contains “most favored nation” or right of first refusal or offer covenants, or (ii) with a customer by which the Webhelp Parent or any of its subsidiaries is bound that involves payments to the Webhelp Parent or any of its subsidiaries of more than $15.0 million per annum that is on terms substantially less favorable in the aggregate to the Webhelp Parent than the contracts with its top customers as of the date of the Put Option Agreement;
enter into a material mortgage or pledge of any of its assets or create or suffer to exist any material lien (other than permitted liens); or
agree to take or make any commitment to take any of the actions prohibited by bullets set forth above.
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Conduct of the Business of Concentrix
Concentrix has agreed to certain covenants in the Share Purchase and Contribution Agreement restricting the conduct of its business between the date of the Put Option Agreement and earlier of the completion of the Transaction and termination of the Share Purchase and Contribution Agreement.
Concentrix has agreed that, except (i) as required by applicable law, (ii) as consented to in writing by Webhelp Parent (such consent not to be unreasonably withheld, delayed or conditioned), or (iii) as required by the Share Purchase and Contribution Agreement, it will not and will cause its subsidiaries not to:
amend the organizational documents of Concentrix if such amendments would be materially adverse to or cause disproportionate treatment of the Sellers;
make, declare or pay any dividend, or make any other distribution on any shares of its capital stock, or any other securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into or exchangeable or exercisable for any shares of its capital stock, except for (1) Concentrix’ regular quarterly dividend or (2) any such intercompany transactions; or
enter into any merger, consolidation or other business combination transaction or acquire any material assets of any third party (in each case, other than the Transaction and other than any merger, consolidation or other business combination transaction or acquire any material assets of any third party below $500.0 million individually or $750.0 million in the aggregate), which would be reasonably likely to have the effect of materially restraining, prohibiting, preventing or delaying the consummation of the Transaction.
Concentrix’ Stockholders Meeting
As soon as reasonably practicable following receipt of certain financial statements of Webhelp Parent which Webhelp Parent is obligated under the Share Purchase and Contribution Agreement to deliver to Concentrix at least 90 days prior to the Closing Date (the “Company Financial Information”) Concentrix agreed to prepare, in consultation with Webhelp Parent, and file with the SEC the preliminary proxy statement. Furthermore, as soon as reasonably practicable after the expiration of the 10-day waiting period promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or the date on which Concentrix learns the SEC has no further comments on the proxy statement, Concentrix agreed to duly call, give notice of, convene and hold a meeting of its stockholders for the purpose of seeking the adoption of the Share Purchase and Contribution Agreement and the issuance of the Closing Shares. Unless the Board has made a change of recommendation as described under the section entitled “—Change of Recommendation,” Concentrix will recommend that its stockholders adopt the Share Issuance Proposal and the Adjournment Proposal, and use its commercially reasonable efforts to solicit from its stockholders proxies in favor of such proposals and take all other action necessary or advisable to obtain such stockholder approval.
Stock Exchange Listing
Prior to the closing, Concentrix will file a Notification of Listing of Additional Shares (or such other form as may be required by Nasdaq) with Nasdaq with respect to the shares of Concentrix common stock to be issued in connection with the Transaction and those required to be reserved for issuance in connection with the Transaction. Concentrix has agreed to use its commercially reasonable efforts to cause such shares to be approved for listing on Nasdaq before the Closing Date.
No Solicitation
Except as expressly permitted under the Share Purchase and Contribution Agreement, Concentrix agreed to cease discussions or negotiations, if any, with any other person with respect to any alternative acquisition proposal of Concentrix or its subsidiaries and to request the return or destruction of any confidential information previously delivered to any such person.
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Each of Concentrix and Purchaser has agreed that it will not, and will cause each of its subsidiaries and other respective representatives not to, directly or indirectly:
solicit, propose, initiate or knowingly facilitate any inquiries or proposals with respect to any alternative acquisition proposal;
engage or participate in any negotiations with any person concerning any alternative acquisition proposal;
provide any confidential or nonpublic information or data to, or have or participate in any discussions with any person relating to any alternative acquisition proposal;
approve or enter into any acquisition agreement, term sheet, letter of intent, memorandum of understanding or other similar agreement in connection with or relating to any alternative acquisition proposal (unless the Share Purchase and Contribution Agreement has been terminated); or
grant any waiver amendment or release under any standstill or confidentiality agreement or any takeover statute (other than to the extent the Board determines in good faith after consultation with outside counsel) that failure to take any of such actions would reasonably be expected (after consultation with outside legal counsel) to be inconsistent with its fiduciary duties under applicable law.
If, prior to the receipt of Concentrix’ stockholder approval, Concentrix receives a bona fide written alternative acquisition proposal not solicited in violation of its non-solicitation obligations under the Share Purchase and Contribution Agreement, Concentrix may furnish confidential or nonpublic information to, and participate in such negotiations or discussions with, the person making the alternative acquisition proposal, if the Board concludes in good faith, after consulting with such outside advisors as it determines in good faith to be reasonably necessary, that taking such actions would be required to comply with its fiduciary duties. Before furnishing any confidential or nonpublic information, Concentrix shall enter into a confidentiality agreement with the person making such alternative acquisition proposal that contains terms that are not materially less restrictive to the other party than those contained in the confidentiality agreement between Concentrix and Webhelp Parent.
Concentrix must promptly (within 48 hours) advise the Seller Representatives if it or any of its subsidiaries or any of their respective representatives has received any alternative acquisition proposal or any inquiry, proposal or offer to enter into or seeking to have discussions or negotiations relating to a possible alternative transaction, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or alternative acquisition proposal). Concentrix must further provide the Seller Representatives with a complete copy of such alternative acquisition proposal in writing and any related documents or correspondence received in connection with any such inquiry or alternative acquisition proposal. Concentrix must keep the Seller Representatives apprised of any material developments and negotiations, including providing a copy of all material documentation (including drafts) or material correspondence with respect thereto.
For purposes of the Share Purchase and Contribution Agreement, an alternative acquisition proposal means (other than the Transaction contemplated by the Share Purchase and Contribution Agreement), any proposal or offer from third party, relating to:
any acquisition of 20% or more of any class of equity or voting securities of Concentrix or its subsidiaries or any tender offer (including a self-tender) or exchange offer that, if consummated, would result in such third party beneficially owning 20% or more of any class of outstanding voting or equity securities of Concentrix or any of its subsidiaries;
a merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving Concentrix or its subsidiaries, the business of which constitutes 20% or more of the consolidated net revenues, net income or assets of Concentrix and its subsidiaries;
any sale, lease, exchange, transfer, license (other than licenses in the ordinary course of business), acquisition or disposition of 20% or more of the consolidated assets of Concentrix and its subsidiaries (measured by the fair market value thereof); or
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any liquidation, dissolution, recapitalization, extraordinary dividend or other significant corporate reorganization of Concentrix or any of its subsidiaries, the business of which constitutes 20% or more of the consolidated net revenues, net income or assets of Concentrix and its subsidiaries.
Change of Recommendation
Subject to the following paragraph, the Board may not change its recommendation that Concentrix’ stockholders vote “FOR” the Share Issuance Proposal. Under the Share Purchase and Contribution Agreement, a change in recommendation will occur if the Board (i) fails to make or withdraw (or modify or qualify in any manner adverse to Webhelp Parent or the Sellers or publicly propose to withdraw, modify or qualify in any manner adverse to the Webhelp Parent or the Sellers) its recommendation or the determination of the advisability to its stockholders of the Transaction, (ii) adopts, approves, or publicly recommends, endorses or otherwise declares advisable any alternative acquisition proposal, (iii) fails to make its recommendation in this proxy statement or any filing or amendment or supplement relating thereto, (iv) fails to recommend against any then-pending tender or exchange offer that constitutes an alternative acquisition proposal within ten business days after it is announced, or (v) if an alternative acquisition proposal is made public, fails to publicly (and without qualification) disapprove of such alternative acquisition proposal or reaffirm its recommendation within five business days.
Prior to obtaining the approval of Concentrix’ stockholders, the Board may make a change of recommendation (i) in connection with a bona fide, written unsolicited alternative acquisition proposal (with applicable thresholds in the definition of alternative acquisition proposal equal to 50% instead of 20%) that is expressly conditioned on the termination of the Share Purchase and Contribution Agreement, which, after consulting with such outside advisors as Concentrix determines in good faith to be reasonably consistent with its fiduciary duties, is determined by Concentrix, after taking into account all legal, financial, regulatory and other aspects of the proposal, the Person making the proposal, all relevant terms and conditions of such alternative acquisition proposal as Concentrix reasonably determines, any changes to the terms of the Share Purchase and Contribution Agreement offered by the Seller Representatives in response to such alternative acquisition proposal, the anticipated timing, conditions and ability of the third party making such alternative acquisition proposal to consummate the transactions contemplated by such alternative acquisition proposal (including whether such third party is reasonably likely to have adequate sources of financing or adequate funds to consummate such alternative acquisition proposal), that, if consummated, such alternative acquisition proposal would be more favorable to Concentrix’ stockholders from a financial point of view than the Transaction (including any adjustment to the terms and conditions thereof proposed in writing by the Seller Representatives in response to any such alternative acquisition proposal) (the “Superior Acquisition Proposal”) or (ii) in response to a material event, change, effect, development or occurrence, subject to certain exceptions relating to regulatory approvals, that was not known to the Board prior to the date of the Share Purchase and Contribution Agreement and does not relate to or involve any change in market price or trading volume of Concentrix stock, an alternative acquisition proposal, any event relating to the Sellers, Webhelp Parent or its subsidiaries, any event resulting from the announcement of the Transaction, or the fact that Concentrix or its subsidiaries exceeds or fails to meet financial projections.
Prior to making a change in recommendation, the Board must (i) provide the Seller Representatives with five business days’ prior written notice of its intention to change its recommendation and a reasonable description of the event or circumstances giving rise to its determination to change its recommendation (including, if the change of recommendation is in response to a Superior Acquisition Proposal, the latest material terms and conditions and copies of the current drafts of all agreements with the counterparty and the party making such superior acquisition proposal and any other material documents or agreements that relate to such Superior Acquisition Proposal, (ii) during such five business days’ notice period, negotiate with the Seller Representatives in good faith (to the extent the Seller Representatives wish to negotiate) to make such adjustments to the terms and conditions of the Share Purchase and Contribution Agreement such that failure to make a change of recommendation would no longer reasonably be expected to be inconsistent with the fiduciary duties of the Board under applicable laws, and (iii) at the end of the five business days’ notice period, take into account any amendment or modification to the Share Purchase and Contribution Agreement proposed by Webhelp Parent and determine in good faith, after consulting with such outside advisors as it determines reasonably necessary, that
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changing its recommendation would nevertheless be required to comply with its fiduciary duties (if there is a subsequent change to the economic terms of or any other material amendment to the Superior Acquisition Proposal, it will be considered a new Superior Acquisition Proposal, and the Board must provide Webhelp Parent with a new four business days’ notice period).
Efforts to Complete the Transaction
Concentrix, Purchaser, the Seller Representatives, and Webhelp Parent have agreed to cooperate with each other and use their reasonable best efforts to take, or cause to be taken, all necessary actions, and do or cause to be done, all things necessary, proper or advisable to consummate the Transaction as promptly as practicable including (i) preparing and filing all forms, registrations and notifications required to be filed to consummate the Transaction, (ii) using reasonable best efforts to satisfy the conditions to consummating the Transaction, (iii) using reasonable best efforts to obtain (and to cooperate with each other in obtaining) any consent, clearance, authorization, expiration or termination of a waiting period, permit, order or approval of, or waiver or any exemption by, any governmental authority (including furnishing all information and documentary material required under the HSR Act as promptly as practicable) required to be obtained or made by Concentrix, Purchaser, Webhelp Parent or any of their respective affiliates or subsidiaries in connection with the Transaction, and (iv) the execution and delivery of any additional instruments necessary to consummate the Transaction.
In furtherance of the parties’ reasonable best efforts, each of Concentrix and Purchaser, to the extent required in order to obtain HSR Act Clearance, the required filings, and the required consents, or any other approvals of a governmental entity required to consummate the Transaction has agreed to (i) propose, negotiate or offer to effect, or consent or commit to, any sale, leasing, licensing, transfer, disposal, divestiture or other encumbrance, or holding separate, of any assets, licenses, operations, rights, product lines, businesses or interest therein; and (ii) take or agree to take any other action, agree or consent to, make any concession in respect of, or permit or suffer to exist any condition or requirement setting forth, any limitations or restrictions on freedom of actions with respect to, or its ability to retain, or make changes in, any assets, licenses, operations, rights, product lines, businesses or interest therein (the “Regulatory Concessions”). However, neither party nor its subsidiaries are required to, and neither party shall without the consent of the other party, agree or consent to a Regulatory Concession (including any divesture) that would be or would reasonably be expected to be, individually or in the aggregate, material to the combined company, taken as a whole, following the Transaction.
Concentrix and Purchaser have agreed to use reasonable best efforts (until the outside date of March 29, 2024 which date may be extended to June 29, 2024 under circumstances if certain regulatory approvals have not been obtained by March 29, 2024, then again to September 29, 2024 under such circumstances if certain regulatory approvals have not been obtained by June 29, 2024, then again to December 29, 2024 if such regulatory approvals have not been obtained by September 29, 2024) to (i) oppose or defend against any proceeding by any governmental entity to prevent or enjoin the consummation of the Transaction or (ii) pursue all avenues of appeal, and seek to overturn any regulatory order by any governmental entity preventing consummation of the Transaction, including by defending against or seeking to vacate, overturn, terminate or appeal any order that would prevent or materially delay the consummation of the Transaction.
Concentrix and Purchaser have also agreed to not, and to cause their respective subsidiaries to not, acquire or agree to acquire a third party or portion thereof, by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, if taking such action would reasonably be expected to (i) impose any delay in the obtaining of, or increase the risk of not obtaining any consent, clearance, authorization, permit, order, approval, waiver or exemption from any governmental authority necessary to consummate the Transaction or the expiration or termination of any applicable waiting period; (ii) increase the risk of any governmental entity entering an order prohibiting the consummation of the Transaction; (iii) increase the risk of not being able to remove an order, on appeal or otherwise, that prohibits the consummation of the Transaction; or (iv) prevent or delay the consummation of the Transaction.
Financing
Financing Not a Condition to the Transaction
In connection with its entry into the Put Option, Concentrix entered into the Bridge Commitment Letter, under which JPMorgan Chase and certain other financing institutions joining thereto pursuant to the terms thereof committed to provide $5.29 billion in aggregate principal amount of senior commitments. On April 21, 2023,
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Concentrix entered into an amendment and restatement of its existing credit agreement in the form of the Restated Credit Agreement, which includes a senior unsecured revolving credit facility not to exceed an aggregate principal amount of $1.0425 billion, an outstanding senior unsecured term loan in an aggregate principal of $1.85 billion, and pursuant to which Concentrix received commitments for the extension of additional senior unsecured Delayed Draw Term Loans in an aggregate principal amount not to exceed $294.7 million. Upon entry into the Restated Credit Agreement, the commitments with respect to the Term Loan Amendment Tranche and the Revolver Amendment Tranche under the Bridge Commitment Letter were reduced to zero and the commitment with respect to the Acquisition Tranche under the Bridge Commitment Letter were reduced by $294.7 million to $2.145 billion. The applicable lenders’ obligations to fund their respective remaining commitments under the Acquisition Tranche of the Bridge Commitment Letter and in respect of the Delayed Draw Term Loans are subject to several conditions as set forth in the Bridge Commitment Letter (in the case of the Acquisition Tranche under the Bridge Commitment Letter) and in the Amendment Agreement (in the case of the Delayed Draw Term Loans), including, among others, completion of the Transaction, the non-occurrence of a material adverse effect on Webhelp, the accuracy of certain limited representations and warranties and, in the case of the Acquisition Tranche under the Bridge Commitment Letter, delivery of certain financial statements.
The availability of the term loan commitments under the Acquisition Tranche of the Bridge Facility and the Delayed Draw Term Loans under the Restated Credit Agreement are not conditions to Concentrix’ or Purchaser’s respective obligations under the Put Option or the Share Purchase and Contribution Agreement.
Cooperation of Concentrix
Until the closing or the termination of the Share Purchase and Contribution Agreement, Concentrix has agreed to use its commercially reasonable efforts to take, or cause to be taken, all actions necessary, proper or advisable in connection with the arrangement, marketing and consummation of the Permanent Financing by Concentrix.
Furthermore, in the event any funds required to satisfy the Transaction Uses (as defined below) become unavailable on the terms and conditions contemplated in the Bridge Commitment Letter or the Financing Agreements, Concentrix has agreed to use commercially reasonable efforts to obtain the Alternative Financing in an amount sufficient to allow it to satisfy the Transaction Uses, and to obtain the Alternative Commitment Letter.
Concentrix has agreed to, and to cause its subsidiaries to, use commercially reasonable best efforts to take, or cause to be taken, all actions necessary, proper or advisable to consummate and obtain the financing contemplated by the Bridge Commitment Letter or the Permanent Financing in an amount sufficient (together with any other cash sources available to Concentrix or its subsidiaries) to (i) repay, prepay, refinance, redeem or otherwise satisfy any indebtedness of Concentrix, Webhelp or their respective subsidiaries contemplated or required to be satisfied in connection with the consummation of the Transaction, (ii) pay all fees and expenses of Concentrix and its subsidiaries related to or arising out of the consummation of the Transaction that are required to be paid at closing, and (iii) pay all other amounts required to be paid by Concentrix and its subsidiaries pursuant to or in connection with the Share Purchase and Contribution Agreement at closing (the “Transaction Uses”), on terms and subject only to the conditions set forth in the Bridge Commitment Letter or the Financing Agreements.
In furtherance of the foregoing, Concentrix has agreed to use its commercially reasonable efforts to (i) maintain in effect, until closing, the Bridge Commitment Letter or the Financing Agreements, as applicable, (ii) comply with the obligations that are set forth in the Bridge Commitment Letter and/or the Financing Agreements that are applicable to Concentrix and satisfy on a timely basis all conditions precedent in the Bridge Commitment Letter and the Financing Agreements that are within its control, and (iii) to the extent necessary to satisfy the Transaction Uses, enforce its rights under the Bridge Commitment Letter and the Financing Agreements.
Concentrix has agreed to give Webhelp Parent prompt written notice upon it obtaining knowledge of any of the following:
any material breach or default (or any event or circumstance that could reasonably be expected to give rise to any material breach or default) by any party to the Bridge Commitment Letter or the Financing Agreements;
any actual or threatened in writing breach, default, withdrawal, repudiation, cancellation or termination of the Financing or Permanent Financing by any of the lenders;
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any material dispute or disagreement between or among any of the financing parties (on the one hand) and Concentrix or any of its affiliates (on the other hand) party to the Bridge Commitment Letter or the Financing Agreements which would reasonably be expected to prevent, impede or delay the consummation of the Transaction or the makes funding the Financing or, as applicable, the Permanent Financing, less likely; and
any amendment or modification of, or waiver under, the Bridge Commitment Letter or the Financing Agreements.
Except for certain enumerated exceptions, Concentrix has agreed to not, without the prior written consent of Webhelp Parent, amend, modify, supplement, restate, substitute, replace, terminate, or agree to any waiver under the Bridge Commitment Letter or any Financing Agreement, which consent in the case of an amendment, modification or restatement shall not be unreasonably withheld or delayed so long as such amendment, modification or restatement would not (i) reasonably be expected to prevent, impede, or delay the consummation of the Transaction and the other transactions contemplated by the Put Option and Share Purchase and Contribution Agreement, delay or impair the availability of the Financing and/or the Permanent Financing (together with any other immediately available financial resources of Concentrix and its subsidiaries) in an aggregate amount such that Concentrix would have insufficient funds to satisfy the Transaction Uses, (ii) contain additional or modified conditions precedent to the funding of the Financing or the Permanent Financing relative to those set forth in the Bridge Commitment Letter as in effect as of the date of the Put Option, or (iii) reasonably be expected to adversely impact the ability of Concentrix to enforce or cause the enforcement of its rights under the Bridge Commitment Letter or the Financing Agreements.
Cooperation of Webhelp Parent
Subject to certain limitations and other caveats, Webhelp Parent has agreed to use commercially reasonable efforts to (and cause its subsidiaries and their respective directors, officers, employees, agents and advisors to) cooperate with Concentrix as reasonably necessary in connection with the arrangement of the financing contemplated by the Bridge Commitment Letter or any Permanent Financing as may be customary and reasonably requested by Concentrix, including:
making appropriate officers or members of the management team available for participation at reasonable times and locations mutually agreed in a reasonable number of meetings, lender and investor presentations, conference calls, road show presentations, due diligence sessions and meetings with prospective lenders and investors and with rating agencies;
providing reasonable assistance in the preparation of any reasonable and customary bank information memoranda or private placement memoranda, rating agency presentations, marketing and/or syndication materials, in each case with respect to Webhelp Parent and its subsidiaries;
providing reasonable assistance preparing a customary prospectus, offering memorandum, private placement memorandum or other documents to be used in connection with an offering suitable for use in a customary (electronic) road show relating to debt securities;
providing reasonable assistance preparing customary pro forma financial statements and projections necessary in connection with the Financing and/or the Permanent Financing;
using commercially reasonable efforts to cause its accountants to cooperate in the provision of any customary “comfort” in respect of financial information of Webhelp Parent or any of its subsidiaries included in any offering document;
assisting in the preparation and negotiation and execution and delivery of any definitive financing documents;
taking corporate and other actions reasonably necessary to permit the satisfaction of the conditions to the funding of the financing contemplated by the Bridge Commitment Letter and/or any Permanent Financing on the closing date, including the delivery of notices of prepayments or similar documents and customary payoff documentation related to the repayment of certain indebtedness of Webhelp Parent and its subsidiaries; and
providing all material documentation and other information about Webhelp Parent to satisfy applicable “beneficial ownership,” “know your customer” and anti-money laundering rules and regulations.
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Employee Benefits Matters
Under the terms of the Share Purchase and Contribution Agreement, without limiting, and in addition to, any requirements under applicable law, national labor agreements, collective labor agreements or contract, for a period of no less than one (1) year following the Closing, Concentrix shall, or shall cause the combined company to, provide each employee of Webhelp who continues to remain employed by the combined company (“Company Employee”) with: (i) an annual base salary or wage rate and cash incentive compensation opportunities (including, without limitation, variable pay, bonuses and commissions) that, in each case, are at least substantially comparable in the aggregate to those provided to such employee immediately before the Closing and (ii) employee benefits that are no less favorable in the aggregate than those provided to similarly situated employees of Concentrix.
Each Company Employee will receive service credit for service with Webhelp Parent and its subsidiaries for purposes of eligibility and vesting but not benefits levels or amount. In addition (i) Concentrix shall use commercially reasonable efforts to cause each Company Employee to be immediately eligible to participate, without any waiting time or satisfaction of any other eligibility requirements, in any and all benefit plans to be offered to the Company Employee at or after the Closing (the “New Plan”) to the extent that (A) coverage under such New Plan replaces coverage under any Webhelp benefit plan in which such Company Employee participated immediately prior to the Closing (collectively, the “Old Plans”) and (B) such Company Employee has satisfied all waiting time and other eligibility requirements under the Old Plan being replaced by the New Plan and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical, and/or vision benefits to any Company Employee, Concentrix must use commercially reasonable efforts to cause (1) all preexisting condition exclusions, actively at work and evidence of insurability requirements of such New Plan to be waived for such Company Employee and his or her covered dependents to the extent such conditions were inapplicable or waived under the comparable Old Plan and (2) any expenses incurred by any Company Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such Company Employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Company Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan.
Director and Officer Indemnification and Insurance
For not less than six years from and after the closing, Webhelp Parent must maintain for the benefit of the directors and officers of Webhelp Parent and its subsidiaries an insurance and indemnification policy that provides coverage for events occurring prior to the Closing Date that is substantially equivalent to and in any event not less favorable in the aggregate than the existing policies of the Webhelp Parent and its subsidiaries or, if substantially equivalent insurance coverage is unavailable, the best available coverage. Webhelp Parent is obligated to maintain such policies in full force and effect, and continue to honor the obligations thereunder. Any premiums or fees related to binding such insurance policy up to $300,000 shall be borne by Concentrix and any remaining amounts shall be paid by Webhelp Parent.
After the Closing, the parties have agreed to cause the combined company to indemnify and hold harmless, and advance expenses to, such persons that are indemnified as of the date of the Put Option by Webhelp Parent under applicable law, pursuant to the organizational documents of Webhelp Parent or its subsidiaries, or any existing and specified indemnification agreements against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, damages or liabilities incurred in connection with any threatened in writing or actual claim, action, suit, proceeding or investigation.
Other Covenants
Under the terms of the Share Purchase and Contribution Agreement, Concentrix and Webhelp Parent made certain other covenants to and agreements with each other regarding various other matters including, but not limited to:
reasonable access for Concentrix and its representatives to certain of Webhelp Parent’s information during the period prior to consummation of the Transaction;
subject to certain exceptions, a lock-up of 100% of the shares of Concentrix common stock to be issued to those Sellers who are employees of Webhelp Parent or its subsidiaries who are receiving an
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aggregate amount of $250,000 or greater of the Closing Shares for 6 months following the Closing, a lock-up of 75% of such shares for 12 months following the Closing, a lock-up of 25% of such shares for 18 months following the Closing, and the release of such lock-up restrictions following the date that is 18 months following the Closing (see the section entitled “Investor Rights Agreement—Lock-up” for a description of the lock-up applicable to certain other Sellers);
actions to be taken (and not taken) by Concentrix and Webhelp Parent with respect to anti-takeover laws to ensure that the Transaction and the other transactions contemplated by the Share Purchase and Contribution Agreement may be consummated as promptly as practicable on the terms contemplated by the Share Purchase and Contribution Agreement and to otherwise take such actions necessary to eliminate or minimize the effects of such anti-takeover laws on the Transaction and the other transactions contemplated by the Share Purchase and Contribution Agreement;
agreements to consult with each other regarding any press releases or public announcements with respect to the Share Purchase and Contribution Agreement and the Transaction;
notification to the other parties of any shareholder litigation against Concentrix or Webhelp Parent and the required consent of Concentrix prior to certain settlements of any such litigation against Webhelp Parent;
obtaining the resignations of certain directors, managers and officers of Webhelp Parent and its subsidiaries;
providing certain financial statements of Webhelp Parent by Webhelp Parent to Concentrix during the period prior to the Closing;
terminating certain arrangements among the Sellers, Webhelp Parent, and any of their respective affiliates;
agreements relating to certain tax matters; and
certain amendments to Webhelp Parent’s articles of association and agreement by certain large Webhelp Parent stockholders to vote in favor of such amendments.
Representations and Warranties
The Share Purchase and Contribution Agreement contains a number of representations and warranties made by the parties thereto that are subject in some cases to exceptions and qualifications (including exceptions to the effect that there have not been, and would not reasonably be expected to be, a “Material Adverse Effect”). See the definition of “Material Adverse Effect” below in the next section.
The representations and warranties made by Webhelp Parent and certain Sellers under the Share Purchase and Contribution Agreement pertaining to Webhelp Parent relate to, among other things:
due organization, valid existence, good standing and qualification to do business;
scope of business operations and subsidiaries;
accuracy of certain corporate documents made available to the other parties to the Share Purchase and Contribution Agreement;
capitalization;
options, restricted stock units and warrants;
ownership of equity or voting interests of each of the parties’ subsidiaries free and clear of liens;
corporate authorization of the Share Purchase and Contribution Agreement and the transactions contemplated by the Share Purchase and Contribution Agreement, and the valid and binding nature of the Share Purchase and Contribution Agreement;
the absence of any conflicts or violations of organizational documents and other material agreements or laws;
required consents and approvals from governmental entities;
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financial statements;
the absence of undisclosed liabilities or off-balance-sheet arrangements;
internal controls and disclosure controls and procedures relating to financial reporting;
broker’s, finder’s and financial advisor’s fees;
the absence of certain changes or events;
the absence of certain legal proceedings, investigations and governmental orders;
tax matters;
employee benefit plans;
employment and labor matters;
compliance with laws, permits and regulatory bodies;
the absence of certain legal proceedings, investigations and governmental orders;
compliance with certain domestic and foreign corruption laws and customs and international trade laws;
privacy and data security;
material contracts and related party transactions;
environmental matters;
intellectual property;
real property;
customers and suppliers; and
insurance.
The Share Purchase and Contribution Agreement contains additional representations and warranties of certain Sellers relating to, among other things, the following:
ownership of equity or voting interests of each of the parties’ subsidiaries free and clear of liens;
due organization, valid existence, good standing and qualification to do business;
corporate authorization of the Share Purchase and Contribution Agreement and the transactions contemplated by the Share Purchase and Contribution Agreement, and the valid and binding nature of the Share Purchase and Contribution Agreement;
the absence of any conflicts or violations of organizational documents and other material agreements or laws;
required consents and approvals from governmental entities;
broker’s, finder’s and financial advisor’s fees; and
accuracy of information supplied or to be supplied in connection with this proxy statement.
The Share Purchase and Contribution Agreement also contains representations and warranties of Concentrix and Purchaser relating to, among other things, the following:
due organization, valid existence, good standing and qualification to do business;
scope of business operations and subsidiaries;
corporate authorization of the Share Purchase and Contribution Agreement and the transactions contemplated by the Share Purchase and Contribution Agreement, and the valid and binding nature of the Share Purchase and Contribution Agreement;
internal controls and procedures;
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the absence of undisclosed liabilities or off-balance-sheet arrangements;
accuracy of information supplied or to be supplied in connection with this proxy statement;
the absence of certain legal proceedings, investigations and governmental orders;
Concentrix’ stockholder approval;
registration statements, prospectuses, reports, schedules, forms, statements, certifications and other documents of Concentrix required to be filed or furnished with the SEC;
benefit matters;
tax matters;
Concentrix not being and having not been a real property holding corporation; and
delivery of the Bridge Commitment Letter and other documents relating to the debt financing contemplated by the Bridge Commitment Letter.
The representations and warranties of each of the parties to the Share Purchase and Contribution Agreement will expire upon the completion of the Transaction.
Certain of the representations and warranties made by the parties are qualified as to “knowledge,” “materiality” or “Material Adverse Effect” (as defined in the next section).
Material Adverse Effect
For purposes of the Share Purchase and Contribution Agreement, “Material Adverse Effect” means, with respect to any person, any effect, change, event, circumstance, condition, occurrence or development that, either individually or in the aggregate, has had a material adverse effect on the business, properties, results of operations or financial condition of such person and its subsidiaries taken as a whole, except that the impact of the following events, changes, effects, developments or occurrences are not included in determining whether there has been a Material Adverse Effect:
(a)
changes in the United States generally accepted accounting principles (“GAAP”), the IFRS, or applicable regulatory accounting requirements or official interpretations thereof;
(b)
any changes in laws, rules or regulations of general applicability to companies in the industries in which such party and its subsidiaries operate, or interpretations thereof by courts or governmental authorities;
(c)
any changes in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in economic, market (including equity, credit and debt markets, as well as changes in interest rates) or other general industry-wide conditions affecting the industries in which such person and its subsidiaries operates;
(d)
the announcement, existence or pendency of the Share Purchase and Contribution Agreement or the Transaction if, as to Webhelp Parent, arising from the identity of Concentrix or any of its affiliates, and if, as to Concentrix, arising from the identity of Webhelp Parent or any of its affiliates;
(e)
any decline in the trading price of Concentrix’ common stock, if applicable, or the failure, in and of itself, to meet earnings projections, earnings guidance, budgets, expectations, estimates or internal financial forecasts, but not, in either case, the underlying causes thereof (unless such cause is otherwise excluded from being taken into account in determining the existence of a Material Adverse Effect);
(f)
any disasters (including hurricanes, tornadoes, floods, fires, explosions, earthquakes and weather-related events) or other acts of God, curfews, riots, demonstrations or public disorders or any escalation or worsening thereof;
(g)
any epidemic, pandemic or disease outbreak (including the COVID-19 pandemic) or worsening thereof, including commercially reasonable responses thereto;
(h)
any action taken (or omitted to be taken) by a party or any of its subsidiaries at the written request of the other party; or
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(i)
any action taken (or omitted to be taken) by a party or any of its subsidiaries that is expressly required to be taken (or omitted to be taken) pursuant to the Share Purchase and Contribution Agreement;
except, with respect to the matters listed in (a), (b), (c), (f), and (g) above may be taken into account, to the extent the effects of such change are materially disproportionately adverse to the business, properties, results of operations or financial condition of such person and its subsidiaries, taken as a whole, as compared to other companies in the industries in which such person and its subsidiaries, taken as a whole, operate.
Amendment
At any time prior to the Closing, any provision of the Share Purchase and Contribution Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Seller Representatives, Concentrix, and Purchaser.
Applicable Law
The Share Purchase and Contribution Agreement is governed by Delaware law.
Expenses
All fees and expenses incurred by the parties will be borne solely by the party that has incurred such fees and expenses, except that all filing and other fees paid to governmental entities in connection with the Transaction and the other transactions contemplated by the Share Purchase and Contribution Agreement shall be split equally by Concentrix and the Sellers, and, subject to the closing, Concentrix will pay all transfer, stamp and documentary taxes imposed on parties or the combined company as a result of the consummation of the Transaction, and any Termination Fee and Webhelp Parent Costs payable shall be paid as described in this proxy statement.
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THE PUT OPTION
This section describes the material terms of the Put Option entered into and executed among Concentrix, Purchaser, and the Beneficiaries on March 29, 2023. The description in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the complete text of the Put Option, a copy of which is attached as Annex A to this proxy statement and is incorporated by reference herein in its entirety. This summary does not purport to be complete and may not contain all of the information about the Put Option. You are encouraged to read the Put Option carefully and in its entirety.
Pursuant to the Put Option, Concentrix and Purchaser committed to acquire all of the issued and outstanding Shares from the Sellers, subject to the terms and conditions of the Share Purchase and Contribution Agreement. To exercise the Offer, the Beneficiaries were required to send a notice to Concentrix and Purchaser to transfer the Shares to Concentrix and Purchaser. The Put Option was irrevocable until the Expiry Date.
Certain required consultation processes with works councils representing certain Webhelp staff in France and the Netherlands were completed in late April 2023. The Beneficiaries collected PoAs to allow a representative to act on behalf of the Sellers in connection with the execution of the Share Purchase and Contribution Agreement and other related agreements and documents. The PoA collection process was completed on May 30, 2023, and on June 2, 2023, the Beneficiaries exercised the Put Option and, on June 12, 2023, Concentrix and Webhelp Parent entered into the Share Purchase and Contribution Agreement.
Representations, Warranties, and Covenants
Certain representations, warranties and covenants of each of the parties contained in the Share Purchase and Contribution Agreement are incorporated in the Put Option as if they were set forth therein. Additionally, the Put Option provides for customary pre-closing covenants of Concentrix and Webhelp Parent, including a covenant for Webhelp Parent to conduct its business in the ordinary course in all material respects and for Concentrix and Webhelp Parent to refrain from taking certain specified actions without the other party’s consent.
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VOTING AGREEMENT
This section describes the material terms of the Voting and Support Agreement entered into and executed among Concentrix, Webhelp Parent and certain stockholders of Concentrix on March 29, 2023 (the “Voting Agreement”). The description in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the complete text of the Voting Agreement, a copy of which is attached as Annex C to this proxy statement and is incorporated by reference herein in its entirety. This summary does not purport to be complete and may not contain all of the information about the Voting Agreement. You are encouraged to read the Voting Agreement carefully and in its entirety.
In connection with the execution of the Share Purchase and Contribution Agreement, on March 29, 2023, Concentrix and Webhelp Parent entered into the Voting Agreement with Silver Star Developments Ltd., Peer Developments Ltd., MiTAC Holdings Corporation, and MiTAC International Corporation (collectively, the “Voting Agreement Stockholders”), who collectively owned approximately 15.3% of the total issued and outstanding shares of Concentrix common stock as of such date (the “Voting Agreement Shares”).
Agreement to Not Transfer Shares; No Inconsistent Arrangements
Until the earliest of (i) the Closing Date, (ii) the day after the conclusion of the special meeting of the stockholders of Concentrix called to vote on the Share Issuance Proposal, and (iii) the valid termination of the Share Purchase and Contribution Agreement (the “Voting Agreement Expiration Time”), the Voting Agreement Stockholders agreed under the Voting Agreement, not to, among other things, sell, transfer, assign, pledge, give, tender in any tender or exchange offer or similarly dispose of any Voting Agreement Shares, subject to certain exceptions set forth below.
The agreement to not transfer the Voting Agreement Shares does not apply to transfers (i) to a member of a Voting Agreement Stockholder’s immediate family, or to a trust for the benefit of the Voting Agreement Stockholder, or otherwise for estate planning purposes, (ii) by will or under the laws of intestacy, (iii) pursuant to a qualified domestic order, (iv) to a partner, member or equity holder of a Voting Agreement Stockholder, or (v) to an affiliate that controls, is controlled by or is under common control with a Voting Agreement Stockholder, provided that in each case the transferee agrees to be bound by the same restrictions. In addition, each Voting Agreement Stockholder may transfer up to 5% of such Voting Agreement Stockholder’s Voting Agreement Shares.
The Voting Agreement Stockholders have agreed not to take any action that would have the effect of preventing, materially delaying or materially impairing such Voting Agreement Stockholder from performing any of its obligations under the Voting Agreement.