Amended Statement of Ownership: Solicitation (sc 14d9/a)
October 04 2016 - 5:26PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14D-9
(Amendment No. 5)
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
Monster Worldwide, Inc.
(Name of Subject Company)
Monster
Worldwide, Inc.
(Names of Persons Filing Statement)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
611742107
(CUSIP Number of Class of Securities)
Michael C.
Miller, Esq.
Executive Vice President, General Counsel & Secretary
Monster Worldwide, Inc.
133 Boston Post Road, Building 15
Weston, Massachusetts 02493
(978) 461-8000
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With copies to:
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Martin Nussbaum, Esq.
Dechert LLP
1095 Avenue
of the Americas
New York, New York 10036
(212) 698-3596
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Derek Winokur, Esq.
Dechert LLP
1095 Avenue
of the Americas
New York, New York 10036
(212) 698-3860
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(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of
the persons filing statement)
☐
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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This Amendment No. 5 to Schedule 14D-9 (this
Amendment
) amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 previously filed with the Securities and Exchange Commission (the
SEC
) on September 6, 2016 (together with the Exhibits or Annexes thereto, and as amended or
supplemented from time to time, the
Schedule 14D-9
) by Monster Worldwide, Inc., a Delaware corporation (
Monster
). The Schedule 14D-9 relates to the tender offer by Merlin Global Acquisition, Inc., a Delaware
corporation (
Purchaser
) and a wholly-owned subsidiary of Randstad North America, Inc., a Delaware corporation (
Parent
), disclosed in the Tender Offer Statement on Schedule TO (together with the Exhibits or
Annexes thereto, and as amended or supplemented from time to time, the
Schedule TO
), filed by Purchaser and Parent with the SEC on September 6, 2016, pursuant to which Purchaser has offered to purchase all of the outstanding
shares of common stock, par value $0.001 per share, of Monster (the
Shares
) at a purchase price of $3.40 per Share, net to the seller in cash, without interest thereon and less any applicable withholding taxes, upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated September 6, 2016 (as amended or supplemented from time to time, the
Offer to Purchase
), and in the related Letter of Transmittal which, together with any
amendments or supplements thereto, collectively constitute the
Offer
.
Capitalized terms used but not otherwise defined in this
Amendment shall have the meanings ascribed to them in the Schedule 14D-9.
Except as set forth below, the information set forth in the Schedule 14D-9
remains unchanged and is incorporated herein by reference as relevant to the items in this Amendment.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding
the following exhibits:
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(a)(5)(xx)
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Slide Deck Presentation, Dated October 4, 2016, Entitled Delivering Value to Monster Stockholders
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(a)(5)(xxi)
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Author Jennifer Saba, Reuters Breakingviews, Unprintable dated October 3, 2016
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 14D-9 is true,
complete and correct.
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MONSTER WORLDWIDE, INC.
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Dated: October 4, 2016
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By:
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/s/ Michael C. Miller
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Name:
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Michael C. Miller
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Title:
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Executive Vice President, General Counsel and Secretary
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EXHIBIT INDEX
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(a)(5)(xx)
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Slide Deck Presentation, Dated October 4, 2016, Entitled Delivering Value to Monster Stockholders
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(a)(5)(xxi)
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Author Jennifer Saba, Reuters Breakingviews, Unprintable dated October 3, 2016
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