Randstad commences tender offer to acquire Monster Worldwide
06 September 2016
Diemen, the Netherlands - Randstad North America, Inc., a wholly-owned subsidiary of Randstad Holding nv (AMS: RAND), announced today that its wholly-owned subsidiary, Merlin Global Acquisition, Inc., has commenced its previously announced tender offer for any and all outstanding shares of common stock of Monster Worldwide, Inc. (NYSE: MWW), at a price of $3.40 per share in cash, without interest thereon and less any applicable withholding taxes. The tender offer is being made in accordance with the terms of the Agreement and Plan of Merger, dated August 8, 2016, by and among Monster Worldwide, Inc., Randstad North America, Inc. and Merlin Global Acquisition, Inc.
The board of directors of Monster has determined that the offer is advisable, fair to and in the best interests of Monster and its stockholders and recommends that the stockholders of Monster accept the offer and tender their shares.
The tender offer is scheduled to expire at 12:00 midnight, New York City time, at the end of the day on October 3, 2016, unless extended.
Complete terms and conditions of the tender offer can be found in the Offer to Purchase, Letter of Transmittal and other related materials being filed by Randstad North America, Inc. and Merlin Global Acquisition, Inc. with the SEC on September 6, 2016. In addition, on September 6, 2016, Monster is filing a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC relating to the offer. The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, applicable to the merger was terminated on August 26, 2016. The parties are in the process of seeking competition law approval from the European Commission.
Copies of the Offer to Purchase, Letter of Transmittal and other related materials are available free of charge by contacting MacKenzie Partners, Inc., the information agent for the tender offer, toll-free at (800) 322-2885 (or at +1 212-929-5500 collect if you are located outside the U.S. and Canada), or by email to firstname.lastname@example.org, and, when they become available, at the website maintained by the SEC at www.sec.gov. Broadridge Corporate Issuer Solutions, Inc. is acting as depositary for the tender offer. Questions regarding the tender offer may be directed to Wells Fargo Securities, LLC, the dealer manager, toll-free at (877) 450-7515.
Randstad specializes in solutions in the field of flexible work and human resources services. Their services range from regular temporary staffing and permanent placements to Inhouse Services, Professionals, Search & Selection, outplacement, and HR Solutions. Randstad Group is one of the leading HR services providers in the world, with top-three positions in Argentina, Belgium & Luxembourg, Canada, Chile, France, Germany, Greece, India, Mexico, the Netherlands, Poland, Portugal, Spain, Switzerland, the UK, and the United States, as well as major positions in Australia and Japan. In 2015, Randstad had approximately 29,750 corporate employees and around 4,473 branches and Inhouse locations in 39 countries around the world. Randstad generated revenue of € 19.2 billion in 2015. Randstad was founded in 1960 and is headquartered in Diemen, the Netherlands. Randstad Holding nv is listed on the Euronext Amsterdam, where options for stocks in Randstad are also traded. For more information, see www.randstad.com.
This press release and the description contained herein is for informational purposes only and is not a recommendation, an offer to buy, or the solicitation of an offer to sell any shares of Monster’s common stock. Randstad North America, Inc. and its wholly-owned subsidiary, Merlin Global Acquisition, Inc. (“Merger Sub”), is filing with the U.S. Securities and Exchange Commission (the “SEC”) a Tender Offer Statement on Schedule TO containing an offer to purchase (the “Offer to Purchase”), a form of letter of transmittal (the “Letter of Transmittal”) and other related documents and Monster is filing with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. Randstad, Merger Sub and Monster intend to mail these documents to the shareholders of Monster. THESE DOCUMENTS, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER AND MONSTER SHAREHOLDERS ARE URGED TO READ THEM CAREFULLY WHEN THEY BECOME AVAILABLE. Shareholders of Monster will be able to obtain a free copy of these documents (when they become available) and other documents filed by Monster, Randstad or Merger Sub with the SEC at the website maintained by the SEC at www.sec.gov. The Schedule TO will be made available on Randstad’s website later today.
The Offer to Purchase is not being made to holders of (nor will tenders be accepted from or on behalf of holders of) shares of Monster’s common stock in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In those jurisdictions where applicable laws or regulations require the Offer to Purchase to be made by a licensed broker or dealer, the Offer to Purchase shall be deemed to be made on behalf of Merger Sub by one or more registered brokers or dealers licensed under the laws of such jurisdiction to be designated by Merger Sub or Randstad.
The statements included in this press release contain forward-looking statements, which are generally statements that are not historical facts. Forward-looking statements can be identified by the words “expects,” “anticipates,” “believes,” “intends,” “estimates,” “plans,” “will,” “outlook” and similar expressions. Forward-looking statements are based on management’s current plans, estimates, assumptions and projections, speak only as of the date they are made and include without limitation statements regarding the planned completion of the tender offer and the merger, statements regarding the anticipated filings
and approvals relating to the tender offer and the merger, statements regarding the expected completion of the tender offer and the merger and statements regarding the ability of Merger Sub to complete the tender offer and the merger considering the various closing conditions. Randstad and Monster undertake no obligation to update any forward-looking statement in light of new information or future events, except as otherwise required by law. Forward-looking statements involve inherent risks and uncertainties, most of which are difficult to predict and are generally beyond the control of either company, including the following: (a) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; (b) the inability to complete the transaction due to the failure to satisfy conditions to the transaction; (c) the risk that the proposed transaction disrupts current plans and operations; (d) difficulties or unanticipated expenses in connection with integrating Monster into Randstad; (e) the risk that the acquisition does not perform as planned; and (f) potential difficulties in employee retention following the closing of the transaction. Actual results or outcomes may differ materially from those implied by the forward-looking statements as a result of the impact of a number of factors, many of which are discussed in more detail in the public reports of each company filed or to be filed with the SEC or the Amsterdam Stock Exchange.
For more information, please contact: Machteld Merens/Arun Rambocus, telephone: +31 (0)20 569 5623