MNG's Consent Solicitation is an Attempt to Derail the
Randstad Offer and Take Control of the Company Without Paying a
Control Premium
MNG has Not Made an Offer to Acquire Monster – the Randstad
Transaction is the Single Best Offer on the Table
MNG has No Plan to Maximize Value for
Stockholders; MNG's Tactics Undermine the Deal and are Likely
to Destroy Value
Monster Board of Directors Unanimously Recommends that
Stockholders Tender into Randstad Offer, Which Offers Immediate and
Certain Cash Value
WESTON, Mass., Sept. 30, 2016 /PRNewswire/ -- Monster
Worldwide, Inc. (NYSE: MWW) ("Monster" or "the Company") today set
the record straight in response to MediaNews Group, Inc.'s ("MNG")
letter dated September 30, 2016.
"MNG, which is owned by activist hedge fund Alden Global
Capital, is not offering Monster stockholders anything for their
shares," said Tim Yates, CEO of
Monster. "Instead, MNG's consent solicitation is an attempt to
derail the Randstad transaction and take control of the Company
without paying stockholders a control premium. The consent
solicitation launched by MNG follows its accumulation of Monster
shares after the Randstad transaction announcement, and does
nothing to benefit existing Monster stockholders. As such,
Monster's Board unanimously recommends that stockholders tender
into Randstad's offer, which provides stockholders immediate and
certain value."
Monster's Board of Directors unanimously believes the
transaction with Randstad Holding nv (AMS: RAND) ("Randstad")
represents the best path forward for Monster stockholders:
- Randstad's offer provides substantial and certain cash value
to Monster stockholders
- Monster's Board negotiated a transaction with Randstad that
delivers a substantial premium and a prompt and certain
closing.
- The transaction provides Monster stockholders with immediate
and certain cash value of $3.40 per
share.
- This value represents a 22.7% premium to Monster's closing
stock price on August 8, 2016, the
last trading day prior to the announcement, and a 29.4% premium
over the 90-day average stock price.
- The transaction with Randstad is expected to close in the
fourth quarter of 2016. The Board received a fairness opinion and
related analysis when it made its decision.
- Discussions with other interested parties yielded no
alternative proposal
- The Company conducted a public strategic alternatives process
in 2012 and 2013.
- Over the past six months, the Board actively engaged in
extensive discussions with two private equity firms and three
strategic buyers.
- Only Randstad submitted a written, detailed offer.
- After the Randstad transaction was announced, a private equity
firm approached Monster about a potential transaction at
$3.60 per share. Following due
diligence, the firm decided to terminate discussions and not submit
an offer.
- Risk of significant negative impact on Monster's stock as
standalone company
- Monster continues to face significant challenges as a
standalone company, including pricing pressure and increasing
competition, which jeopardize near term results.
- Monster's Board recognized that enhancing Monster's competitive
position in the current environment will require continued
investment, and the Company will likely operate in a low growth
environment with substantial margin pressure for several
years.
- If the Randstad transaction does not close, the Company's stock
price could trade down to or below the pre-announcement price of
$2.77 per share and stockholders
could lose significant value.
- MNG's activist campaign has no plan
- MNG has not put forth a proposal to acquire the Company and its
intentions are not clear.
- Without having performed due diligence, MNG has developed a
"plan" under which it will restructure Monster's operations to
curtail further revenue declines and significantly increase
profitability as a standalone company while dramatically cutting
costs, while ignoring the significant cost reductions that have
already been executed.
- "We contend that termination of the Randstad offer would be
disastrous for MWW shareholders." (Avondale Partners -
August 22, 2016)i
- MNG is not presenting Monster stockholders with all the
facts
- MNG's "plan" is built on flawed and uninformed assumptions.
Here are the facts:
- MNG is not offering Monster stockholders anything for their
shares.
- MNG and its activist hedge fund owner Alden Global Capital have
limited experience in the recruiting industry and a questionable
track record.
- MNG is asking stockholders to reject an all-cash, premium offer
in exchange for the hope that an undisclosed strategy will deliver
significantly greater value sometime in the future.
As previously announced on August 9,
2016, Monster entered into a definitive agreement with
Randstad under which Randstad will acquire Monster for $3.40 per share in cash.
Evercore is serving as financial advisor to Monster and Dechert
LLP is serving as legal counsel.
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.
Cautionary Statement Regarding Forward-Looking
Statements
Statements in this Press Release regarding the planned
transaction, the expected timetable for completing the planned
transaction, future financial and operating results, future capital
structure and liquidity, benefits of the panned transaction,
general business outlook and any other statements about the future
expectations, beliefs, goals, plans or prospects of the board or
management of the Company include forward-looking statements. Any
statements that are not statements of historical fact (including
statements containing the words "expects," "intends,"
"anticipates," "estimates," "predicts," "believes," "should,"
"potential," "may," "forecast," "objective," "plan," or "targets"
and other similar expressions) are intended to identify
forward-looking statements. There are a number of factors that
could cause actual results or events to differ materially from
those indicated by such forward-looking statements, including:
uncertainties as to the timing of completion of the planned
transaction, the ability to obtain requisite regulatory approvals,
the tender of a majority of the outstanding shares of common stock
of Monster Worldwide, Inc., the possibility that competing offers
will be made and the satisfaction or waiver of the other conditions
to the consummation of the planned transaction; the potential
impact of the announcement or consummation of the planned
transaction on relationships, including with employees, suppliers
and customers; and the other factors and financial, operational and
legal risks or uncertainties described in the Company's public
filings with the SEC, including the "Risk Factors" sections of the
Company's Annual Report on Form 10-K for the year ended
December 31, 2015 and subsequent
Quarterly Reports on Form 10-Q, as well as the tender offer
documents filed and to be filed by Randstad North America, Inc. and
Monster Worldwide, Inc. Forward-looking statements speak only as of
the date the statement was made.
Additional Information and Where to Find It
Randstad North America, Inc.'s tender offer for shares of
Monster Worldwide, Inc.'s common stock commenced on September 6, 2016, and, in connection with the
offer, Randstad North America, Inc. and its subsidiary, Merlin
Global Acquisition, Inc., filed a tender offer statement on
Schedule TO with the Securities and Exchange Commission (the "SEC")
and Monster Worldwide, Inc. filed a solicitation/recommendation
statement on Schedule 14D-9 with the SEC. Monster Worldwide,
Inc.'s stockholders are strongly advised to read the tender offer
statement (including the offer to purchase, letter of transmittal
and related tender offer documents) and the related
solicitation/recommendation statement on Schedule 14D-9 filed by
Monster Worldwide, Inc. with the SEC because they contain important
information about the proposed transaction. These documents are
available at no charge on the SEC's website at www.sec.gov. In
addition, 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.
i Permission to use quotation neither sought nor
obtained.
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SOURCE Monster Worldwide, Inc.