WESTON, Massachusetts,
Oct. 17, 2016 /PRNewswire/
-- Monster Worldwide, Inc. (NYSE: MWW) ("Monster" or "the
Company") today confirmed that it has received a request from
MediaNews Group, Inc. ("MNG") to establish a record date to
determine which of the Company's stockholders are eligible to
participate in the proposed solicitation of written consents by
MNG. In accordance with this request, Monster's Board of Directors
has set the close of business on October 25,
2016 as the record date for the proposed consent
solicitation.
The solicitation of consent forms is not permitted prior to the
clearance of solicitation materials by the Securities and Exchange
Commission.
As previously announced on August 9,
2016, Monster entered into a definitive agreement with
Randstad North America, Inc. ("Randstad"), a wholly-owned
subsidiary of Randstad Holding nv (AMS: RAND), under which Randstad
will acquire Monster for $3.40 per
share in cash. The Monster Board of Directors unanimously
recommends that Monster stockholders disregard MNG's consent
solicitation and instead tender their shares into Randstad's
all-cash, premium offer of $3.40 per
share.
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 planned transaction,
general business outlook and any other statements about the future
expectations, beliefs, goals, plans or prospects of the board or
management of Monster Worldwide, Inc. ("Monster") 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, 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 Monster's public filings with the
Securities and Exchange Commission (the "SEC"), including the "Risk
Factors" sections of Monster'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., Randstad Holding nv and Monster. 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's common stock commenced on September 6, 2016, and, in connection with the
offer, Randstad North America, Inc., its parent, Randstad Holding
nv, and its subsidiary, Merlin Global Acquisition, Inc., filed a
tender offer statement on Schedule TO with the SEC and Monster
filed a solicitation/recommendation statement on Schedule 14D-9
with the SEC. Monster'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 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.
Monster and its directors and executive officers may be deemed
to be participants in the solicitation of consent revocations from
Monster stockholders in connection with the consent solicitation
conducted by MediaNews Group, Inc. and certain of its affiliates.
Information about Monster officers and directors and their
ownership of Monster shares is set forth in the proxy statement for
Monster's 2016 Annual Meeting of Stockholders, which was filed with
the SEC on April 28, 2016.
Information about Monster officers and directors is set forth in
Monster's Annual Report on Form 10-K for the year ended
December 31, 2015, which was filed
with the SEC on February 11, 2016.
Investors and security holders may obtain more detailed information
regarding the direct and indirect interests of the participants in
the solicitation of consent revocations in connection with the
consent solicitation conducted by MediaNews Group, Inc. and certain
of its affiliates by reading the preliminary and definitive consent
revocation statements regarding the transaction, which may be filed
by Monster with the SEC.
In connection with the consent solicitation, Monster filed a
preliminary consent revocation statement with the SEC on
October 7, 2016 in response to the
consent solicitation. Monster's stockholders are strongly
advised to read such consent revocation statement (including any
amendments or supplements thereto) and any other relevant documents
that Monster will file with the SEC if they become available
because they contain important information. If filed with the
SEC, these documents will be available at no charge on the
SEC's website at www.sec.gov.
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