DIEMEN, Netherlands and
WESTON, Massachusetts,
Oct. 31, 2016 /PRNewswire/ --
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 successfully
completed its tender offer to acquire any and all outstanding
shares of common stock of Monster Worldwide, Inc. (NYSE: MWW)
("Monster"), at a price of $3.40 per
share in cash, without interest thereon and less any applicable
withholding taxes (the "Offer").
As a result of the completed Offer and pending completion of the
merger, which is expected to occur on November 1, 2016, Monster's common stock is
expected to cease trading prior to market open on the closing date
and will no longer be listed on the New York Stock Exchange.
Monster, a global leader in connecting jobs and people, will
continue operating as a separate and independent entity under the
Monster name.
"Through this combination we are able to accelerate our digital
strategy and our ability to serve our customers and candidates with
transformational 'Tech and Touch' services," said Jacques van den Broek, CEO of Randstad. "With
Monster's easy to use digital, social and mobile solutions and
Randstad's global network, we now have the ability to create
comprehensive and technologically advanced capabilities for human
resources services in a global job market defined by rapid
technological change."
"Joining Randstad provides Monster with the opportunity to grow
as a formidable industry leader, building the most sophisticated
global platform of talent data, services and tools for connecting
jobs and people," said Tim Yates,
CEO of Monster Worldwide. "We are excited to begin Monster's next
chapter and accelerate our transformation."
There are a number of strategic and financial benefits to the
transaction:
- Brings Together Complementary Visions to Lead
Transformation: Randstad and Monster have a shared vision
for the global job industry, which is rapidly transforming as a
result of technology advances. The transaction is intended to
accelerate our ability to develop new and innovative capabilities
that deliver greater value to job seekers and employers by bringing
labor supply and demand closer together.
- Creates Most Comprehensive and Technologically Advanced
Capabilities for Human Resources Services: Randstad
continues to enhance its business model in the rapidly shifting
landscape, placing annually more than 2 million people worldwide
through its network of more than 4,500 branches and
client-dedicated services. The addition of Monster's leading
recruiting media, technologies, and platforms, which connect people
and jobs in more than 40 countries, further expand services to
offer both clients and candidates tools for increased efficiency
and engagement, connecting more people to more jobs.
- Financially Compelling: The transaction is expected
to be immediately accretive to Randstad earnings per share.
The Offer expired on October 28,
2016 at 12:00 midnight, New York
City time. Broadridge Corporate Issuer Solutions, Inc., the
depositary for the Offer, has advised that, as of the expiration of
the Offer, a total of approximately 45,973,527 shares of Monster
common stock have been validly tendered and not properly withdrawn
pursuant to the Offer, representing approximately 51.5% of
Monster's outstanding shares (including shares of restricted stock
and options). In addition, shares presented by notices of
guaranteed delivery have been delivered with respect to 3,708,393
shares of Monster common stock that have not yet been validly
tendered, representing approximately 4.15% of Monster's outstanding
shares (including shares of restricted stock and options). All
shares that were validly tendered and not properly withdrawn during
the Offer period have been accepted for payment. Payment for such
shares will be made promptly, in accordance with the terms of the
Offer.
The minimum condition to the Offer that one share more than half
the sum of all outstanding shares (including restricted shares,
shares issuable to holders of stock options and shares issuable to
holders of Monster's 3.50% Convertible Senior Notes due 2019 from
whom Monster has received duly completed notices of exercise) be
validly tendered has now been satisfied, and Randstad intends to
complete its acquisition of Monster promptly through a merger under
Section 251(h) of the General Corporation Law of the State of Delaware. As a result of the merger,
each share of common stock of Monster not tendered in the Offer
(other than shares held by Monster, Randstad or their respective
direct or indirect wholly-owned subsidiaries, and other than shares
held by Monster stockholders who have properly and validly
perfected their statutory appraisal rights in compliance with
Section 262 of the General Corporation Law of the State of Delaware) will be converted into the
right to receive $3.40 per share in
cash, without interest thereon and less any applicable withholding
taxes. Upon completion of the merger, Monster will become a
wholly-owned subsidiary of Randstad.
About Randstad
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.
About Monster Worldwide
Monster Worldwide, Inc. (NYSE: MWW) is a global leader in
connecting people to jobs, wherever they are. For more than 20
years, Monster has helped people improve their lives with better
jobs, and employers find the best talent. Today, the company offers
services in more than 40 countries, providing some of the broadest,
most sophisticated job seeking, career management, recruitment and
talent management capabilities. Monster continues its pioneering
work of transforming the recruiting industry with advanced
technology using intelligent digital, social and mobile solutions,
including our flagship website Monster.com® and a vast array of
products and services. For more information, visit
www.monster.com/about.
Forward-Looking Statements
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 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.