A little more than three years after the merger of the customer relations activities of Saham and Bertelsmann (Arvato CRM Solutions, Phone Group, Ecco Outsourcing and Pioneers) giving birth to Majorel, the young entity is preparing to disappear as part of a new merger operation.
The proposed merger between Majorel and Sitel, announced on Monday June 20, surprised more than one. Especially since it comes just a few months after Majorel’s listing on Euronext.
Once the transaction is confirmed, Majorel shareholders would own 43.9% of the new entity, and Sitel shareholders would own 56.1%. This is expressed in the conditional because the merger remains subject to the usual regulatory authorizations. The shareholding of the combined entity would be:
- Mulliez family: 44.9%.
- Saham: 17.3%.
- Bertelsmann: 17.3%.
- Management of Sitel: 11.2%.
- Management of Majorel: 0.4%.
- Free float: 8.8%.
According to a source close to the Saham group, “these are very favorable terms for Majorel shareholders”. Because with “43.9% of the capital of the new group, Majorel brings 316 million euros of Ebitda against 589 million for Sitel”.
“The operation will have no impact on Moroccan activity,” she continues in response to concerns about a possible drop in jobs or layoffs. Our source wants to be reassuring.
“The attached entity will surely have to recruit. The goal is to grow and become a leader. As proof, Majorel and Sitel have both increased their workforce by more than 10,000 people each, just in the year of 2021″.
Saham has garnered more than 5 billion dirhams since the IPO
That said, if we concentrate particularly on Saham, his participation is reduced according to the operations and as the whole grows.
From 50% in Majorel’s capital at its creation, the stake rose to 39.5% after the first phase of the IPO before it fell slightly to 38.1% at the end of the operation.
Within the framework of this merger with SITEL, Saham will hold only 17.3% of the whole, of course, but a stake that will be worth much more than Majorel’s 38.1%. The latter forecasts in 2022 a turnover of 1.93 billion euros for an Ebitda of 316 million euros. The new entity will have a combined turnover of 5.4 billion euros, an EBITDA of more than one billion euros and will have more than 240,000 employees spread over 300 sites in 55 countries.
The various operations on Majorel’s capital enabled Saham to generate cash of 3.9 billion dirhams. First 3.4 billion dirhams by selling 10% in the first phase of the IPO. Then 500 MDH in the second phase.
As part of the merger operation with Sitel, Majorel shareholders (including Saham, Bertelsmann, and stock market shareholders) are expected to receive a cash distribution of approximately €440 million. For Saham, this corresponds to 167.6 million euros (38.1%), or 1.77 billion DH (at the exchange rate of June 22).
In total, Saham will have generated cash of more than 5.6 billion dirhams. And it’s not over. Because the shareholders of the new group want to increase the free float of the combined entity to at least 20% instead of 8.8% in proportion to their shareholding within 12 months following the finalization of the merger project.
Sustained investments in education and agriculture
If this allows the Moroccan group to free up cash, the fact remains that the various strategic operations are similar to a sort of strategy of gradual withdrawal from outsourcing. A question on which our source prefers to remain silent.
That said, she asserts that in a global way, “Saham’s holdings are not shrinking, quite the contrary”. She cites the education, agriculture and real estate sectors as examples. “There are significant investments in the education sector. Recent investments to triple the capacity”, she tells us. “An opening in Amsterdam, new schools in Ethiopia, etc.,” she confides.
On agriculture, our source tells us of significant investments “to create the only date packaging unit on the continent with a first production in 2022”.
Investments made with discretion, because the group “prefers not to communicate if it is not necessary and work to create value and employment”.
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