Enhances Randstad's Digital Human Resources Services
Strategy
Monster to Operate as Separate and Independent Entity Under
the Monster Name
AMSTERDAM and WESTON, Mass., Aug. 9,
2016 /CNW/ -- Randstad Holding nv (AMS: RAND), a
leading human resources services provider, and Monster Worldwide,
Inc. (NYSE: MWW), a global leader in connecting jobs and people,
today announced the signing of a definitive agreement under which
Randstad will acquire Monster. Under the terms of the merger
agreement, Randstad will pay $3.40
per share in cash, or a total purchase price of approximately
$429 million (enterprise value).
By leveraging Monster's multiple distribution channels to bridge
two different but complementary parts of the extended recruiting
industry, Randstad intends to build the world's most comprehensive
portfolio of HR services. Monster will continue operating as a
separate and independent entity under the Monster name.
"In an era of massive technological change, employers are
challenged to identify better ways to source and engage talent,"
said Jacques van den Broek, CEO of
Randstad. "With its industry leading technology platform and easy
to use digital, social and mobile solutions, Monster is a natural
complement to Randstad. The transaction is aligned with our Tech
and Touch growth strategy and reflects our commitment to bringing
labor supply and demand closer together to better connect the right
people to the right jobs. We look forward to welcoming the Monster
team and working together to shape the evolving global job
industry."
"Joining Randstad provides a unique opportunity to accelerate
our ability to connect more people to more jobs," said Tim Yates, CEO of Monster. "Together with
Randstad, Monster will be better positioned to fulfill our core
mission, and our employees will benefit from becoming part of a
larger, more diversified company. Equally important, this
transaction offers immediate value to our shareholders. We are
excited to join and be supported by Randstad, as we continue to
build the best recruiting media, technologies, and platforms. We
look forward to working with the Randstad team to ensure a smooth
transition."
Strategic and Financial Benefits
- 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
their 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.
With the addition of Monster's leading recruiting media,
technologies, and platforms which connect people and jobs in more
than 40 countries, Randstad intends to further expand its 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.
Terms of the Agreement
Under the terms of the merger agreement, Randstad has agreed to
commence a tender offer, through a wholly-owned subsidiary, to
acquire all of the outstanding shares of Monster common stock for
$3.40 per share in cash. The Boards
of Directors of both Randstad and Monster have unanimously approved
the terms of the merger agreement, and the Board of Directors of
Monster has resolved to recommend that shareholders accept the
offer, once it is commenced. The consideration represents a 22.7%
premium to Monster's closing stock price on August 8, 2016, the last trading day prior to
today's announcement and a 30.1% premium to the 90 day volume
weighted average stock price. The purchase price implies an
enterprise value to LTM 6/30/2016
Adjusted EBITA multiple of 8.9x (excluding stock based
compensation) and 10.3x (including stock based compensation). The
acquisition is structured as an all-cash tender offer for all
outstanding issued common stock of Monster followed by a merger in
which remaining shares of Monster would be converted into the same
U.S. dollar per share consideration as in the tender offer. The
transaction does not have a financing condition and is expected to
be completed in the fourth quarter of 2016, subject to regulatory
approvals.
Financing and Approvals
Randstad intends to finance the acquisition through its existing
credit facilities. The transaction is subject to the satisfaction
of customary closing conditions, including the tender of the
majority of the outstanding Monster shares and the expiration or
earlier termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the
approval of the European Commission (or the approval by those
national competition authorities in the European Union that have
jurisdiction as a result of a referral of the transaction under the
EU Merger Regulation (Council Regulation 139/2004 of the European
Union)) of the transaction pursuant to the EU Merger Regulation.
Monster is expected to be delisted from the NYSE and integrated
into Randstad thereafter.
Randstad M&A Update
Randstad has used M&A to accelerate its strategy during the
last nine months. Randstad's balance sheet is expected to remain
solid after the closing of the recent string of acquisitions (Net
Debt/EBITDA will remain well below 1.5x, compared to its policy to
remain below 2x). The cumulated impact of M&A, announced during
the last nine months, on Randstad's revenue will be ~ € 2 billion
on an annualized basis. The main focus for Randstad going forward
with respect to acquired companies will be on integration and
implementation. As such Randstad will reduce the pace of M&A
and it is expected to limit this in the medium term to around € 100
million.
Advisors
Wells Fargo Securities is serving as exclusive financial advisor
to Randstad and Jones Day is serving
as legal counsel. Evercore Group L.L.C. is serving as exclusive
financial advisor to Monster and Dechert LLP is serving as legal
counsel.
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.
Additional Information
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. The tender offer referenced in this press
release has not commenced. Upon commencement of the tender offer,
Randstad North America, Inc. and its wholly-owned subsidiary,
Merlin Global Acquisition, Inc. ("Merger Sub"), will file 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, thereafter,
Monster will file with the SEC a Solicitation/Recommendation
Statement on Schedule 14D9 with respect to the tender offer.
Randstad, Merger Sub and Monster intend to mail documents to the
shareholders of Monster. THESE DOCUMENTS, AS EACH MAY BE AMENDED OR
SUPPLEMENTED FROM TIME TO TIME, WILL 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. In addition, shareholders of Monster may obtain a free
copy of these documents (when they become available) by visiting
the "Investors" section of Monster's website at
http://ir.monster.com/.
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.
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 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.
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SOURCE Monster Worldwide, Inc.