Transcom to propose a re-domiciliation to Sweden, a share class merger and a reversed split


Luxembourg, 27 June 2014 – In November 2011, Transcom disclosed that the
company’s Board of Directors was investigating a move of the legal domicile of
the publicly listed parent of the Group from Luxembourg to Sweden. This project
was later put on hold, as Transcom prioritized the execution of the operational
and financial turnaround of the company, but has now been reopened.

Since the end of 2011, the company has successfully addressed a number of
pressing issues that had weighed on its results, created uncertainty and
consumed significant management attention. A settlement agreement was signed in
2013 concerning Transcom’s former French subsidiary, stopping the considerable
losses generated there over the past several years. Also, a satisfactory
agreement with Italian tax authorities was reached, resolving a tax dispute in
that country. As a result of the strategic decision to focus on Transcom’s core
customer care business, a number of Credit Management Services (CMS) units have
been divested. The strategic review of the Credit Management Services (CMS)
business unit is now nearing completion.

In parallel, Transcom’s management and Board of Directors have focused on
improving performance across a number of key operational dimensions: increased
seat capacity utilization, a higher proportion of revenue generated in offshore
delivery centers, and the broadening of the client base. The positive results
achieved in terms of these measures are central to Transcom’s performance
turnaround, improving the company’s operational and financial stability and
creating a solid foundation for future profitable growth.

The Board of Directors is convinced that the timing is now right for carrying
out a re-domiciliation of the parent company of the Transcom Group to Sweden,
given the benefits of such a move for the Group and its shareholders. A change
of domicile to Sweden will align Transcom’s legal domicile with the domicile of
its owners, as the majority of Transcom’s shareholders are Swedish. Following a
re-domiciliation to Sweden, general meetings of the shareholders will be held in
Sweden rather than in Luxembourg, thus facilitating shareholder participation at
general meetings.

Furthermore, following a change of domicile, Transcom will no longer be bound by
dual legal systems – Swedish and Luxemburgish. This will lower costs and
simplify the execution of corporate actions. A change of domicile will also
simplify Transcom’s listing set-up, abandoning the SDR system and establishing
one class of shares.

  · The re-domiciliation will, subject to inter alia final approval by the Board
of Directors and shareholder approval, be executed through a statutory cross
border merger between Transcom WorldWide S.A. and a Swedish subsidiary which
will become the new publicly listed parent of the Transcom Group.
  · The new Swedish parent company of the Transcom Group will be a public
limited liability company with one class of shares only. In addition, the
intention is to execute a 1:50 reversed split following the re-domiciliation.
  · Through the statutory merger, the current parent company, Transcom Worldwide
S.A., will be absorbed by the Swedish subsidiary. All assets and liabilities of
Transcom WorldWide S.A. will pass to the Swedish subsidiary, the shares of which
will be listed on NASDAQ OMX Stockholm.
  · Provided that the conditions for the cross border merger are met so that the
merger is executed, Transcom shareholders, whether or not shares are held
through SDRs, will receive one (1) new Share for each Class A Ordinary Share
held, and one point zero nine (1.09) new Shares for each Class B Preference
Share held.
  · When resolving on the merger consideration, as per the foregoing, the Board
of Directors has taken a number of factors into consideration, including the
market prices at which the Class A Ordinary Shares and the Class B Preference
Shares have been traded on NASDAQ OMX Stockholm, and the rights vested in the
Class A Ordinary Share and the Class B Preference Share. The Board of Directors
considers that the merger consideration has been determined in a diligent and
correct manner, observing applicable rules on equal treatment and that the
merger is beneficial to the Transcom Group and the shareholder collective.
  · In addition, the Board of Directors has relied upon a fairness opinion
issued by SEB when determining the merger consideration.

Costs related to this project are estimated at €1.1 million, and will be
recorded in the second quarter of 2014. The expected write-down of tax assets as
a result of a re-domiciliation, as communicated in November 2011, is no longer
applicable. From a shareholder tax perspective, no immediate direct tax costs
would be expected for the shareholders in Sweden.

Transcom expects to release further details during the third quarter 2014, and
plans to present the merger plan shortly after the Q2 2014 interim report, which
will be published on July 17, 2014. The statutory merger and the re
-domiciliation are expected to be concluded during the fourth quarter of 2014,
subject to inter alia final approval by the Board of Directors and shareholder
approval.

Transcom WorldWide S.A. has been listed on NASDAQ OMX Stockholm since September
6, 2001. A large majority of the Company’s shareholders are based in Sweden and
the share of the Company’s capital that is held by shareholders in Sweden
amounts to approximately 80 percent.

For further information, please contact:

Johan Eriksson, President and CEO
Telephone +46 70 776 80 22

Pär Christiansen, CFO
Telephone +46 70 776 80 16

Stefan Pettersson, Head of Group Communications
Telephone +46 70 776 80 88
About Transcom

Transcom is a global customer experience specialist, providing customer care,
sales, technical support and credit management services through our extensive
network of contact centers and work-at-home agents. We are 29,000 customer
experience specialists at 57 contact centers across 24 countries, delivering
services in 33 languages to over 400 international brands in various industry
verticals. Transcom WorldWide S.A. Class A and Class B shares are listed on the
NASDAQ OMX Stockholm Exchange under the symbols TWW SDB A and TWW SDB B.

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