DIEMEN, Netherlands,
Sept. 6, 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
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
monster@mackenziepartners.com, 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.
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.
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. 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.
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.
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/randstad-commences-tender-offer-to-acquire-monster-worldwide-300322949.html
SOURCE Randstad