Concentrix Corporation, OSYRIS S.a r.l, Groupe Bruxelles Lambert SA, Sapiens S.a r.l, FINPAR V, FINPAR VI, Liberty Management, Montana, Olivier Duha and Frederic Jousset,. — Combination C-2023/05/1031

COMPETITION COMMISSION OF INDIA 4th July 2023 In re: Notice under Section 6(2) of the Competition Act, 2002 given by Concentrix Corporation, OSYRIS S.a r.l., Groupe Bruxelles Lambert SA, Sapiens S.a r.l., FINPAR V, FINPAR VI, Liberty Management, Montana, Mr. Olivier Duha, and Mr. Frederic Jousset. CORAM: Ms. Ravneet Kaur Chairperson Ms. Sangeeta Verma Member Mr. Bhagwant Singh Bishnoi Member Order under Section 31(1) of the Competition Act, 2002 1. On 25th May 2023, the Competition Commission of India (Commission) received a notice (Notice), under Section 6(2) of the Competition Act, 2002 (Act), jointly given by Concentrix Corporation (Concentrix), OSYRIS S.a r.l. (OSYRIS), Groupe Bruxelles Lambert SA (GBL), Sapiens S.a r.l. (Sapiens), FINPAR V, FINPAR VI, Liberty Management, Montana, Mr. Olivier Duha, and Mr. Frederic Jousset. The Notice was given pursuant to execution of, inter alia, the Put Option Agreement between Concentrix, OSYRIS, Sapiens, FINPAR V, FINPAR VI, Mr. Olivier Duha, Liberty Management, Montana, and Mr. Frederic Jousset on 29th March 2023 (Put Option Agreement) and the Investor Rights Agreement entered between Concentrix, Sapiens, FINPAR V, FINPAR VI, Liberty Management, Montana, Mr. Olivier Duha and Mr. Frederic Jousset on 29th March 2023 (Investor Rights Agreement).

2. The Commission, vide its communications dated 5th June 2023 and 14th June 2023, under Regulation 14(3) of the Competition Commission of India (Procedure in regard to transaction of business relating to combinations) Regulations, 2011, required the notifying party(ies) to remove defects in the Notice and furnish certain information relevant for the purpose of assessment of the Proposed Combination. Notifying party(ies) furnished their responses vide submissions dated 8th June 2023 and 16th June 2023. They also made voluntary submissions dated 26th June 2023.

3. The Proposed Combination comprises the following two transactions:

- Initial Transaction: Concentrix will acquire, directly and indirectly through its wholly owned subsidiary OSYRIS, the entire share capital of Marnix Lux; and - Rollover Transaction: sellers will receive approximately 14.9 million shares of Concentrix, with the right to earn an additional 0.75 million shares of Concentrix, if the share price of Concentrix reaches USD 170 per share within seven years from the closing of the Proposed Combination. Initially, the sellers in aggregate will own ~22% of Concentrix that may increase to ~23%, if the share price of Concentrix reaches above mentioned price within seven years from the closing of the Proposed Combination. The sellers will also receive certain cash proceeds and note payable in two years.

4. It has been submitted that Concentrix is a USA based publicly listed customer experience (CX) services company. It offers information technology services, with a focus on business process outsourcing (BPO) services. It uses technology to provide outsourcing and information technology services to enable its clients to manage their end-customer and end-user experience. Within the ambit of BPO services, it is particularly active in the segment consisting of customer experience management (CXM) BPO and, to a lesser extent, Finance and Accounting BPO services. The CXM services encompass a range of customer experience or customer management focussed services, consisting mainly of customer relationship management (CRM) services (also referred to ‘customer care’ services) and other additional services such as revenue generation services, payment collection services or content moderation services. The CXM term currently used in sector reports reflects the market evolution towards a more comprehensive service than just CRM, even though CRM represents the vast majority of CXM services. It also offers other complementary services, including IT consulting services, and application implementation and managed services. Concentrix has presence in India through its five indirect or direct subsidiaries.

5. It has been submitted that Marnix Lux does not have operations of its own other than indirectly holding shares in Webhelp S.A.S. Hereinafter, Webhelp S.A.S together with its subsidiaries is referred to as the Webhelp. Webhelp is said to be active in the provision of BPO services and specialised services. It is active in India through two of its subsidiaries that provide BPO services such as interactive communication support services, call centre services as well as back-office processing and other BPO services.

6. The activities of Concentrix and Webhelp exhibit horizontal overlap broadly in the Information Technology and Information Technology enabled Services (IT and ITeS) business in India. Within IT and ITeS business, the activities of Concentrix and Webhelp overlap only in the BPO sub-segment in India. Further, within BPO sub-segment, the activities of Concentrix and Webhelp exhibit overlap only in CXM BPO services in India.

7. The combined market shares of Concentrix and Webhelp for IT and ITeS, BPO and CXM BPO is [0-5] %, [5-10] % and [10-15] %, respectively with insignificant incremental market share. In view of the limited market facing presence of Webhelp in India, the Proposed Combination is not likely to raise any competition concerns in India.

8. The precise delineation of relevant market is left open as the Proposed Combination is not likely to raise competition concern in either of the above discussed segments.

9. Considering the facts on record, including the details provided in the Notice and the assessment of the Proposed Combination based on factors stated in Section 20(4) of the Act, the Commission is of the opinion that the Proposed Combination is not likely to have any appreciable adverse effect on competition in India in any of the relevant market(s), and therefore, the Commission hereby approves the Proposed Combination under Section 31(1) of the Act.

10. This order may be revoked if, at any time, the information provided by the notifying parties is found to be incorrect.

11. It is made clear that nothing contained in this order shall be deemed to be confidential as the same has been used for the purposes of the Act in terms of the provisions contained in Section 57 of the Act.

12. The Secretary is directed to communicate to the notifying parties accordingly.